Common use of Investments, Loans Clause in Contracts

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary unit (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Restricted Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that (i) the aggregate amount of Indebtedness of Unrestricted Subsidiaries that is Guaranteed by any Loan Party or any Restricted Subsidiary shall be subject to the proviso to subsection (d) of this Section and (ii) the aggregate amount of Indebtedness of Foreign Subsidiaries that is Guaranteed by any Loan Party or any other Foreign Subsidiary shall be subject to the proviso to subsection (e) of this Section; (fd) Investments made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary; provided that both before and after giving effect to any Investment made pursuant to this subsection (d), the Borrower shall be in compliance with the Incurrence Test; (e) Investments made by the Borrower in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrower or in or to another Restricted Subsidiary; provided that both before and after giving effect to any Investment made pursuant to this subsection (e), the Borrower shall be in compliance with the Incurrence Test; (gf) loans or advances to employees, officers or directors of the MLP, the Borrower or any of its Restricted Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) Investments by the Borrower and its Subsidiaries Formation Transactions; (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaPermitted Acquisitions; (j) Investments by the Borrower and its Subsidiaries sale or other disposition of assets to a Securitization Subsidiary in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 connection with a Permitted Securitization Transaction; (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as k) (i) no Default or Event of Default shall exist payroll, travel and similar advances to cover matters that are expected at the time of, or immediately following, the making of such Investment advances ultimately to be treated as expenses in accordance with GAAP and (ii) such Investment is moving, entertainment and travel expenses, drawing accounts and similar expenditures made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth to officers, directors and employees in the preceding clause ordinary course of business, not to exceed $250,000 in the aggregate at any time outstanding; (xl) Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business; (m) any Investment consisting of prepaid expenses, negotiable instruments held for collection and such cash proceeds are held by Borrower lease, endorsements for deposit or collection in the ordinary course of business, utility or workers compensation, performance and similar deposits entered into as a segregated deposit account result of the operations of the business in the ordinary course of business; (which, for n) licenses and sublicenses of Intellectual Property in the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarybusiness; and (ko) other Investments which not to exceed $5,000,000 in the aggregate do at any time outstanding; provided that both before and after giving effect to any Investment made pursuant to this subsection (o), the Borrower shall be in compliance with the Incurrence Test. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not exceed stated or determinable, the Threshold Amount maximum reasonably anticipated liability in any Fiscal Yearrespect thereof as determined by the guaranteeing Person in good faith.

Investments, Loans. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, purchase, hold purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergeror entity) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) loan or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest inin or make any other investment in (including capital contributions in or to), any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary, or enter into any other arrangement pursuant to which any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any of its assets, business or property to any Subsidiary that is not a Loan Party (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries and any Investments deemed to be made pursuant to the Escrow Agreements as set forth in Article XI); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by Holdings, the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by Holdings in or to the Borrower or by Holdings or the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $2,500,000 at any time outstanding; (ge) Investments consisting of travel advances and employee relocation loans or and other employee loans and advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expensesbusiness; provided that the aggregate amount of all such loans and advances (excluding any such loans and advances outstanding on the Closing Date) does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) other Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned made by a Loan Party or to a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), U.S. Insurance Subsidiary so long as (i) no Default or Event of Default shall exist at the time of, has occurred and is continuing or immediately following, the making of such Investment would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of and immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month for which financial statements are required to have been delivered pursuant to Section 5.1(c); (h) Permitted Acquisitions; (i) Investments consisting of (i) pledges, advance deposits and prepaid expenses or royalties and (ii) extensions of credit to the customers of the Borrower or of any of its Subsidiaries in the nature of accounts receivable, prepaid royalties, or notes receivable, arising from the grant of trade credit or business of the Borrower or such Subsidiary, in each case in this clause (i), in the ordinary course of business; (j) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (l) Advances, or indebtedness arising from cash management, tax and/or accounting operations made in the ordinary course of business; (m) joint ventures or strategic alliances consisting of the licensing of technology permitted under this Agreement, the development of technology or the providing of technical support; provided that any such Investments do not in the aggregate have a fair market value (determined in each case at the time such Investment is made) in excess of $5,000,000 during the term of this Agreement; (n) other Investments made by a Loan Party to RRC so long as (xi) within five no Default or Event of Default has occurred and is continuing or would result therefrom and (5ii) Business Days following Borrower’s receipt the Borrower is in pro forma compliance with each of such cash proceeds or (y) on a later date than the date financial covenants set forth in Article VI at the preceding time of and immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month for which financial statements are required to have been delivered pursuant to Section 5.1(c); provided, that the aggregate amount of all such Investments shall not exceed $150,000,000 at any time outstanding; (o) other Investments made by a Loan Party in or to any non-wholly owned Subsidiary of the Borrower; provided that the aggregate amount of all such Investments under this clause (xo) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryshall not exceed $5,000,000 at any time outstanding; and (kp) other Investments which in the aggregate do not exceed $10,000,000 during the Threshold Amount term of this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in any Fiscal Yearrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Investments, Loans. The Subject to the limitations of Section 6.8, the REIT Guarantor and the Borrower will not, and will not permit any of its their respective Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries existing on the date hereof); (b) cash and Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the REIT Guarantor, the Borrower and its their respective Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the REIT Guarantor or the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $10,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) acquisitions of personal property in the ordinary course of business to the extent required to continue to operate the Loan Parties’ businesses permitted pursuant to Section 7.3(b); (h) Investments by the Borrower and its Subsidiaries (i) in ownership interests Properties or in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a any Person that will become a Loan Party upon acquisition of owns or leases Properties, provided that any Investments other than Properties owned or held by any such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation must be permitted pursuant to another provision of this Section 7.4; (i) Investments received in satisfaction of judgments or area in settlements of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets debt or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary compromises of obligations incurred in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; (j) Investments by any Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the Borrower ordinary course of business, utility or workers compensation, performance and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock similar deposits entered into as a result of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes operations of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth business in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarybusiness; and (k) Licenses and sublicenses of patents, trademarks, copyrights and other Investments which intellectual property in the aggregate do ordinary course of business. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the Threshold Amount in any Fiscal Yearoriginal amount invested).

Investments, Loans. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) cash and Permitted Investments; (b) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries existing on the Closing Date); (b) Permitted Investments; (c) Investments by (i) the REIT Guarantor or any Subsidiary in the form of trade credit to customers of any Loan Party; or (ii) any Subsidiary that is not a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessany other Consolidated Party; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower REIT Guarantor and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors Acquisitions of the Borrower or any of its Subsidiaries personal property in the ordinary course of business for travelto the extent required to continue to operate the Loan Parties’ businesses permitted pursuant to Section 7.13; (f) Investments in Real Property Assets or in the Capital Stock of any Person that owns or leases Real Property Assets that are Healthcare Facilities, relocation provided that: (i) any such Investments in Real Property Assets under this clause (f) consisting of unimproved land shall not exceed five percent (5.0%) of Consolidated Total Asset Value; (ii) any Investments under this clause (f) consisting of preferred equity, mortgage loans (other than leases structured as mortgages due to reimbursement requirements), mezzanine loans and related expensesnotes receivable shall not exceed twenty percent (20.0%) of Consolidated Total Asset Value; (iii) any Investments under this clause (f) in Unconsolidated Affiliates shall not exceed fifteen percent (15.0%) of Consolidated Total Asset Value; and (iv) any Investments under this clause (f) consisting of Construction in Progress shall not exceed fifteen percent (15.0%) of Consolidated Total Asset Value; provided further that the aggregate amount value of all such loans and advances does Investments described in subsection (f)(i) through (iv) shall not exceed twenty-five percent (25.0%) of Consolidated Total Asset Value, with a violation of this maximum value not constituting an Event of Default hereunder but rather resulting in such excess value being excluded when calculating Consolidated Total Asset Value under this Agreement; (g) (i) payroll, travel and similar advances to cover matters that are expected at the Threshold Amount time of such advances ultimately to be treated as expenses in accordance with GAAP and (ii) moving, entertainment and travel expenses, drawing accounts and similar expenditures made to officers, directors and employees in the ordinary course of business not to exceed $2,000,000 in the aggregate at any time outstanding; (h) Hedging Transactions permitted by Section 7.10Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business; (i) Investments by any Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the Borrower ordinary course of business, utility or workers compensation, performance and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries similar deposits entered into as a result of the United States of America (including, for the avoidance of doubt, the acquisition of 100% operations of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary business in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; (j) Investments pledges or deposits by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9a Person under workers compensation laws, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default unemployment insurance laws or Event of Default shall exist at the time ofsimilar legislation, or immediately followingdeposits in connection with bids, tenders, contracts (other than for the making payment of Indebtedness) or leases to which such Investment and (ii) such Investment Person is made (x) within five (5) Business Days following Borrower’s receipt a party, or deposits as security for contested taxes or import duties or for the payment of such cash proceeds or (y) on a later date than the date set forth rent, in each case incurred in the preceding clause ordinary course of business; (xk) [Reserved]; (l) Licenses and such cash proceeds are held by Borrower sublicenses of Intellectual Property in a segregated deposit account the ordinary course of business; (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investmentsm) until the date invested in an Unrestricted SubsidiaryHedging Obligations permitted under Section 7.10; and (kn) other Investments which not to exceed $1,000,000 in the aggregate do not exceed at any time outstanding. The amount of any Investment shall be deemed to be the Threshold Amount amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Fiscal YearInvestment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time.

Investments, Loans. The Borrower Issuer will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or make any Acquisition (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries that are Note Parties); (b) Permitted InvestmentsInvestments in cash and Cash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Issuer and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower Issuer in or to any Subsidiary and by any Subsidiary to the Borrower Issuer or in or to another Subsidiary; provided, that (i) in the case of any Investment in the form of Indebtedness owed by a Note Party to a Subsidiary that is not a Note Party, such Indebtedness (and any related Guarantee provided by any Note Party) shall be subordinated to the Obligations on terms and pursuant to documentation in form and substance reasonably satisfactory to the Required Purchasers and (ii) the aggregate principal amount of all Investments made by a Note Party to a Subsidiary that is not a Note Party shall not exceed the greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets (net of cash actually received by the Issuer or any such Subsidiary in respect of any such Investments and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith); (ge) loans or advances to employees, officers or directors of the Borrower Issuer or any of its Subsidiaries in the ordinary course of business for travel, entertainment, relocation and related expenses; provided that the aggregate amount of all such loans and advances does shall not exceed the Threshold Amount $2,000,000 at any time outstanding; (hf) Hedging Transactions permitted not prohibited by Section 7.10; (g) Investments received in satisfaction or partial satisfaction from financially troubled debtors or in connection with the bankruptcy or reorganization of suppliers or customers; (h) Investments consisting of deposits, expense prepayments, accounts receivable arising, trade debt granted and other credits extended to suppliers, distributors or marketers in the ordinary course of business; (i) Investments received as the non-cash portion of consideration received for dispositions not prohibited by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaSection 7.6; (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments (other than Investments in any Subsidiary that is not a Note Party) which do not exceed $8,000,000 in the aggregate do not exceed over the Threshold Amount in any Fiscal Year.term of this Agreement; and

Investments, Loans. The Borrower Holdings and the Issuer will not, and will not permit any of its their respective Subsidiaries to, purchase, hold purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergeror entity) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) loan or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest inin or make any other investment in (including capital contributions in or to), any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary, or enter into any other arrangement pursuant to which any Note Party conveys, sells, leases, assigns, transfers or otherwise disposes of any of its assets, business or property to any Subsidiary that is not a Subsidiary Note Party (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by Holdings, the Borrower Issuer and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Note Parties that is Guaranteed by any Note Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by Holdings in or to the Borrower Issuer or by Holdings or the Issuer in or to any Subsidiary and by any Subsidiary in or to the Borrower Issuer or in or to another Subsidiary; provided that the aggregate amount of Investments by the Note Parties in or to, and Guarantees by the Note Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Note Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $5,000,000 at any time outstanding; (ge) Investments consisting of travel advances and employee relocation loans or and other employee loans and advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expensesbusiness; provided that the aggregate amount of all such loans and advances (excluding any such loans and advances outstanding on the Closing Date) does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) other Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned made by a Loan Note Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), Insurance Subsidiary so long as (i) no Default or Event of Default shall exist at the time of, has occurred and is continuing or immediately following, the making of such Investment would result therefrom and (ii) the Issuer is in pro forma compliance with each of the financial covenants set forth in Section 6.1, Section 6.2, Section 6.3 and Section 6.4 immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month for which financial statements are required to have been delivered pursuant to Section 5.1(c); (h) Permitted Acquisitions; (i) Investments consisting of (i) pledges, advance deposits and prepaid expenses or royalties and (ii) extensions of credit to the customers of the Issuer or of any of its Subsidiaries in the nature of accounts receivable, prepaid royalties, or notes receivable, arising from the grant of trade credit or business of the Issuer or such Subsidiary, in each case in this clause (i), in the ordinary course of business; (j) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (l) advances, or indebtedness arising from cash management, tax and/or accounting operations made in the ordinary course of business; (m) joint ventures or strategic alliances consisting of the licensing of technology permitted under this Agreement, the development of technology or the providing of technical support; provided that any such Investments do not in the aggregate have a fair market value (determined in each case at the time such Investment is made made) in excess of $5,000,000 during the term of this Agreement; (xn) within five Investments in non-wholly-owned Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding; (5o) Business Days following Borrower’s receipt Investments in RRC in an aggregate amount not to exceed $150,000,000 so long as (i) no Default or Event of such cash proceeds Default has occurred and is continuing or would result therefrom and (yii) on a later date than the date Issuer is in pro forma compliance with each of the financial covenants set forth in Section 6.1, Section 6.2, Section 6.3 and Section 6.4 immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the preceding clause (x) and such cash proceeds most recently ended Fiscal Month for which financial statements are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryrequired to have been delivered pursuant to Section 5.1(c); and (kp) other Investments which in the aggregate do not exceed $10,000,000 during the Threshold Amount term of this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in any Fiscal Yearrespect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Investments, Loans. The Borrower Loan Parties (other than, subject to Section 7.14, Parent) will not, and will not permit any of its their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all of the assets of any other Person that constitute or a division or business unit, or create or form unit of any Subsidiary (all of the foregoing being collectively called “Investments”)other Person, except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) cash and Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Restricted Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Guarantors that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower any Loan Party (other than Parent) or any Restricted Subsidiary in or to any Subsidiary; provided that the aggregate amount of Investments made after the Closing Date by the Loan Parties or any Restricted Subsidiary in or to, and Guarantees by the Loan Parties or any Restricted Subsidiary of Indebtedness of, any Subsidiary to that is not a Guarantor shall not, together with the Borrower or in or to another Subsidiaryaggregate consideration paid for any Non-Guarantor Acquisition, exceed the greater of (x) $23,000,000 and (y) 33% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis for such Investment) at any time outstanding; (ge) loans or advances to employees, officers officers, directors or directors other service providers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business for travel, relocation and related expensesbusiness; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount greater of (x) $5,000,000 and (y) 7% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis for such loan or advance) at any time outstanding; (hf) Hedging Transactions and Hedging Obligations permitted by Section 7.10hereunder and, to the extent constituting Investments, Capped Call Transactions, Convertible Bond Hedge Transactions and Warrant Transactions entered into in connection with Convertible Bond Indebtedness; (g) [Reserved]; (i) Permitted Acquisitions and (ii) Investments of a Person existing at the time it becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower or a Restricted Subsidiary in connection with a Permitted Acquisition, provided that such Investments were not obtained in connection with, or in anticipation or contemplation of, such Permitted Acquisition; (i) Investments by in an aggregate amount outstanding pursuant to this subsection (valued at the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries time of the United States of America (includingmaking thereof, for and without giving effect to any write downs or write offs thereof) not to exceed the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning Available Amount at such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right)time, so long as (i) no Default or Event of Default shall exist or result therefrom, (ii) the Total Net Leverage Ratio shall not exceed 5.75:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower at its sole discretion shall have provided the time ofAdministrative Agent with monthly financial statements for Parent and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, or immediately followingas of the most recently ended twelve month period), the making of calculated on a pro forma basis as if such Investment had been made on the first day of the relevant testing period, and (iii) the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, reasonably demonstrating the calculation of the Available Amount at such time; (j) deposits required to be made to landlords in the ordinary course of business to secure or support obligations of a Loan Party (other than Parent) under leases of real property; (k) Investments received by Loan Parties (other than Parent) in connection with a sale permitted pursuant to Section 7.6; (l) Investments (i) taken in connection with the settlement of accounts or the bankruptcy or restructuring of account debtors and (ii) such Investment is deposits, prepayments and other credits to suppliers made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) ordinary course of business and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andconsistent with past practice; (km) other Investments which in the aggregate do not exceed the Threshold Amount greater of (x) $35,000,000 and (y) 50% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis for such Investment) in any Fiscal Year; (n) [Reserved]; (o) any payment that could have been made as a Restricted Payment under Section 7.5 may be made as an Investment in the form of a loan to the recipient of the Restricted Payment and made for the same purpose as such Restricted Payment; (p) deposits of xxxxxxx money paid in connection with a transaction that is reasonably anticipated to be a Permitted Acquisition; (q) the Borrower and its Restricted Subsidiaries may acquire and hold accounts receivables, notes receivable and other extensions of trade credit owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms of the Borrower or such Restricted Subsidiary; (r) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (s) the Borrower and its Restricted Subsidiaries may acquire and hold obligations of their officers, directors or employees in connection with such officers,’ directors’ and employees’ acquisition of Qualified Capital Stock of the Borrower (so long as, to the extent constituting voting Capital Stock, such Capital Stock is pledged as Collateral pursuant to the Guaranty and Security Agreement or another pledge agreement in form and substance reasonably satisfactory to the Administrative Agent) or Parent (so long as no cash is actually advanced by the Borrower or any Restricted Subsidiary in connection with the acquisition of such obligations); (t) Investments consisting of (x) transactions permitted under Sections 7.3 and (y) repayments or other acquisitions of Indebtedness of the Borrower or any Restricted Subsidiary not prohibited by Section 7.12(b); (u) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; and (v) Investments so long as (i) no Event of Default shall exist or result therefrom, and (ii) the Secured Net Leverage Ratio shall not exceed 2.00:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower at its sole discretion shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, as of the most recently ended twelve month period), calculated on a pro forma basis as if such Investment had been made on the first day of the relevant testing period. For purposes of determining compliance with this Section 7.4, in the event that an Investment (or any portion thereof) meets the criteria of more than one of the foregoing exceptions, the Borrower, in its sole discretion, may divide and/or classify, and from time to time may re-divide and/or reclassify, all or any portion of such Investment (including reclassifying any fixed (subject to grower components) threshold or basket under any available incurrence-based threshold or basket), and such Investment need not be permitted solely by reference to one provision of this Section 7.4 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 7.4.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by pursuant to the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryOakspring Options Agreement; and (k) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries existing on the date hereof); (b) cash and Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $10,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $2,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) acquisitions of personal property in the ordinary course of business to the extent required to continue to operate the Loan Parties’ businesses permitted pursuant to Section 7.3(b); (h) Investments by the Borrower in Properties (other than Unimproved Land and its Subsidiaries (iConstruction in Progress) or in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a any Person that will become a Loan Party upon acquisition of owns or leases Properties (other than Unimproved Land and Construction in Progress), provided that any Investments other than Properties owned or held by any such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation must be permitted pursuant to another provision of this Section 7.4; (i) Investments received in satisfaction of judgments or area in settlements of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets debt or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary compromises of obligations incurred in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; (j) Investments by any Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the Borrower ordinary course of business, utility or workers compensation, performance and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock similar deposits entered into as a result of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes operations of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth business in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness; (k) Licenses and sublicenses of patents, trademarks, copyrights and other Investments which intellectual property in the aggregate do ordinary course of business; (l) Investments in Unimproved Land, Construction in Progress, mortgage loans, mezzanine loans and notes receivable or the Capital Stock of any Person that owns such Investments, provided that: (i) any such Investments in Unimproved Land under this clause (l) shall not exceed 20% of Total Asset Value; (ii) any such Investments in Construction in Progress under this clause (l) shall not exceed 15% of Total Asset Value; (iii) any such Investment in mortgage loans, mezzanine loans and notes receivable under this clause (l) shall not exceed 20% of Total Asset Value, provided, further, that the Threshold Amount aggregate value of Investments described in Section 7.4(l)(i)-(iii) shall not exceed thirty percent (30%) of Total Asset Value, with a violation of this maximum value (or a violation of the maximum value set forth in any Fiscal Yearof clauses (i), (ii), or (iii) above) not constituting an Event of Default hereunder but rather resulting in such excess value being excluded when calculating Total Asset Value under this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).

Investments, Loans. The Borrower Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all of the assets of any other Person that constitute or a division or business unit, or create or form unit of any Subsidiary (all of the foregoing being collectively called “Investments”)other Person, except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) cash and Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Restricted Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Guarantors that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower any Loan Party or any Restricted Subsidiary in or to any Subsidiary; provided that the aggregate amount of Investments made after the Closing Date by the Loan Parties or any Restricted Subsidiary in or to, and Guarantees by the Loan Parties or any Restricted Subsidiary of Indebtedness of, any Subsidiary to that is not a Guarantor shall not, together with the Borrower or in or to another Subsidiaryaggregate consideration paid for any Non-Guarantor Acquisition, exceed $15,000,000 at any time outstanding; (ge) loans or advances to employees, officers officers, directors or directors other service providers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business for travel, relocation and related expensesbusiness; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $2,500,000 at any time outstanding; (hf) Hedging Transactions and Hedging Obligations permitted by Section 7.10hereunder; (g) [Reserved]; (i) Permitted Acquisitions and (ii) Investments of a Person existing at the time it becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower or a Restricted Subsidiary in connection with a Permitted Acquisition, provided that such Investments were not obtained in connection with, or in anticipation or contemplation of, such Permitted Acquisition; (i) Investments by (including Permitted Acquisitions) in an aggregate amount outstanding pursuant to this subsection (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the Available Amount at such time, so long as (i) no Default or Event of Default shall exist or result therefrom, (ii) the Total Net Leverage Ratio shall not exceed 3.75:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries (i) in ownership interests in additional Oil form and Gas Properties located within substance reasonably satisfactory to the geographic boundaries Administrative Agent, as of the United States of America (includingmost recently ended twelve month period), for calculated on a pro forma basis as if such Investment had been made on the avoidance of doubt, the acquisition of 100% first day of the Capital Stock relevant testing period, (iii) Liquidity, measured on a pro forma basis as of the date of such payment, shall not be less than $5,000,000 and (iv) the Borrower has delivered to the Administrative Agent a certificate of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan PartyResponsible Officer, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned together with all relevant financial information reasonably requested by the Loan Parties and which are usual and customary in Administrative Agent, reasonably demonstrating the oil and gas exploration and production business located within the geographic boundaries calculation of the United States of AmericaAvailable Amount at such time; (j) deposits required to be made to landlords in the ordinary course of business to secure or support obligations of a Loan Party under leases of real property; (k) Investments received by Loan Parties in connection with a sale permitted pursuant to Section 7.6; (l) Investments (i) taken in connection with the settlement of accounts or the bankruptcy or restructuring of account debtors and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business and consistent with past practice; (m) other Investments which in the aggregate do not exceed $4,000,000 in any Fiscal Year; (n) [Reserved]; (o) any payment that could have been made as a Restricted Payment under Section 7.5 may be made as an Investment in the form of a loan to the recipient of the Restricted Payment and made for the same purpose as such Restricted Payment; (p) deposits of xxxxxxx money paid in connection with a transaction that is reasonably anticipated to be a Permitted Acquisition; (q) the Borrower and its Restricted Subsidiaries may acquire and hold accounts receivables, notes receivable and other extensions of trade credit owing to any of them, if created or acquired in Unrestricted the ordinary course of business and payable or dischargeable in accordance with customary trade terms of the Borrower or such Restricted Subsidiary; (r) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices; (s) the Borrower and its Restricted Subsidiaries funded entirely by cash proceeds from an issuance may acquire and hold obligations of their officers, directors or employees in connection with such officers,’ directors’ and employees’ acquisition of Qualified Capital Stock of the Borrower after November 9(so long as, 2018 to the extent constituting voting Capital Stock, such Capital Stock is pledged as Collateral pursuant to the Parent Pledge Agreement or another pledge agreement in form and substance reasonably satisfactory to the Administrative Agent) or any direct or indirect parent company of the Borrower (excluding so long as no cash is actually advanced by the Borrower or any cash capital contributions received for purposes Restricted Subsidiary in connection with the acquisition of exercising such obligations); (t) Investments consisting of (x) transactions permitted under Sections 7.3 and (y) repayments or other acquisitions of Indebtedness of the Cure RightBorrower or any Restricted Subsidiary not prohibited by Section 7.12(b); (u) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; and (v) Investments (including Permitted Acquisitions), so long as (i) no Default or Event of Default shall exist at the time ofor result therefrom, or immediately following, the making of such Investment and (ii) the Total Net Leverage Ratio shall not exceed 3.00:1.00 as of the most recently ended Fiscal Quarter for which financial statements shall have been delivered (or, if the Borrower shall have provided the Administrative Agent with monthly financial statements for the Borrower and its Restricted Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent, as of the most recently ended twelve month period), calculated on a pro forma basis as if such Investment is had been made (x) within five (5) Business Days following Borrower’s receipt on the first day of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Yearrelevant testing period.

Investments, Loans. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) cash and Permitted Investments; (b) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries existing on the Closing Date); (b) Permitted Investments; (c) Investments by (i) the REIT Guarantor or any Subsidiary in any Loan Party or after the form of trade credit to customers of Investment Grade Pricing Date, in any Property Party; or (ii) any Subsidiary that is not a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessany other Consolidated Party; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower REIT Guarantor and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors Acquisitions of the Borrower or any of its Subsidiaries personal property in the ordinary course of business for travelto the extent required to continue to operate the Loan Parties’ and Property Parties’ businesses permitted pursuant to Section 7.13; (f) Investments in Real Property Assets or in the Capital Stock of any Person that owns or leases Real Property Assets that are Healthcare Facilities, relocation provided that: (i) any such Investments in Real Property Assets under this clause (f) consisting of unimproved land shall not exceed five percent (5%) of Consolidated Total Asset Value; (ii) any Investments under this clause (f) consisting of preferred equity, mortgage loans (other than leases structured as mortgages due to reimbursement requirements), mezzanine loans and related expensesnotes receivable shall not exceed twenty percent (20.0%) of Consolidated Total Asset Value; (iii) any Investments under this clause (f) in Unconsolidated Affiliates shall not exceed fifteen percent (15%) of Consolidated Total Asset Value; (iv) any Investments under this clause (f) consisting of Construction in Progress shall not exceed fifteen percent (15%) of Consolidated Total Asset Value; provided further that the aggregate amount value of all such loans and advances does Investments described in subsection (f)(i) through (iv) shall not exceed thirty percent (30%) of Consolidated Total Asset Value, with a violation of this maximum value not constituting an Event of Default hereunder but rather resulting in such excess value being excluded when calculating Consolidated Total Asset Value under this Agreement; (g) (i) payroll, travel and similar advances to cover matters that are expected at the Threshold Amount time of such advances ultimately to be treated as expenses in accordance with GAAP and (ii) moving, entertainment and travel expenses, drawing accounts and similar expenditures made to officers, directors and employees in the ordinary course of business not to exceed $2,000,000 in the aggregate at any time outstanding; (h) Hedging Transactions permitted by Section 7.10Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business; (i) Investments by any Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the Borrower ordinary course of business, utility or workers compensation, performance and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries similar deposits entered into as a result of the United States of America (including, for the avoidance of doubt, the acquisition of 100% operations of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary business in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; (j) Investments pledges or deposits by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9a Person under workers compensation laws, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default unemployment insurance laws or Event of Default shall exist at the time ofsimilar legislation, or immediately followingdeposits in connection with bids, tenders, contracts (other than for the making payment of Indebtedness) or leases to which such Investment and (ii) such Investment Person is made (x) within five (5) Business Days following Borrower’s receipt a party, or deposits as security for contested taxes or import duties or for the payment of such cash proceeds or (y) on a later date than the date set forth rent, in each case incurred in the preceding clause ordinary course of business; (xk) [Reserved]; (l) Licenses and such cash proceeds are held by Borrower sublicenses of intellectual property in a segregated deposit account the ordinary course of business; (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investmentsm) until the date invested in an Unrestricted SubsidiaryHedging Obligations permitted under Section 7.10; and (kn) other Investments which not to exceed $5,000,000 in the aggregate do not exceed at any time outstanding. The amount of any Investment shall be deemed to be the Threshold Amount amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Fiscal YearInvestment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time.

Investments, Loans. The Borrower Parent will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, unit or create that constitute a Music Library (or form any Subsidiary (all of the foregoing being collectively called “Investments”part thereof), except: (a) (i) Investments (other than Permitted Investments) existing on as of the date Closing Date hereof and set forth on Schedule 7.4 and (including ii) Investments existing on the date hereof in Subsidiaries)Subsidiaries of Parent; (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Parent and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section 7.4; (fd) additional Investments made by Parent, Holdings or the Borrower in or to any Subsidiary and by any Subsidiary to Parent, Holdings, the Borrower or in or to another Subsidiary; provided that the aggregate amount of such Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Loan Party (in each case after the Closing Date) shall not exceed $1,000,000 at any time outstanding (excluding, to the extent constituting Investments, any transfer or other disposition of cash and cash equivalents to any Subsidiary held on behalf of such Subsidiary or for the purpose of making royalty or other similar payments in the ordinary course of business); (ge) loans or advances to employees, officers or directors of the Borrower Parent or any of its Subsidiaries in the ordinary course of business business, including for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (g) Recoupable advances made in the ordinary course of business in connection with administration or co-publishing transactions; (h) Permitted Acquisitions or other Acquisitions approved in writing by the Required Lenders; (i) Investments by received in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) bankruptcy or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time reorganization of, or immediately followingsettlement of delinquent accounts and disputes with, customers and suppliers, or consisting of securities acquired in connection with the making satisfaction or enforcement of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds claims due or (y) on a later date than owing to the date set forth Borrower or any Subsidiary, in each case in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.business;

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (eb) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fc) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or its Subsidiaries in or to another SubsidiaryLand Assets; (gd) loans or advances to employees, officers or directors of the Investments by Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstandingDevelopment Properties; (he) Hedging Transactions permitted Investments by Section 7.10Xxxxxxxx in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates; (if) Investments by the Borrower and or its Subsidiaries (other than the Subsidiary Guarantors) in (i) in ownership interests in additional Oil and Gas Properties located within Mortgage Note Receivables secured by properties that meet the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock property type requirements of a Person owning such assets) Medical Asset, or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Permitted Equity Investments) until the date invested in an Unrestricted Subsidiary; and (kg) acquisition of fee simple interests or long-term ground lease interests in Real Estate by the Borrower or its Subsidiaries that meet the property type requirements of a Medical Asset. Notwithstanding the foregoing, unless otherwise approved in writing by Agent, such approval not to be unreasonably conditioned, withheld or delayed, Xxxx OP and its Subsidiaries will not own any Real Estate other Investments which in than as set forth on Schedule 7.4. For the aggregate do not exceed purposes of this Section 7.4, the Threshold Amount Investment of the Borrower or its Subsidiaries in any Fiscal Yearnon-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value.

Investments, Loans. The Borrower will notNo Loan Party will, and no Loan Party will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Guarantees by any Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party (including all such Guarantees existing on the Closing Date) shall not exceed $2,500,000 at any time outstanding; (d) Investments made by any Loan Party in or to any Loan Party; (e) Investments made by any Loan Party in or to any Person that is not a Subsidiary Loan Party; provided that the aggregate amount of Investments in or to any Person that is not a Subsidiary Loan Party (including all such Investments existing on the Closing Date) pursuant to this clause (e) shall not exceed $5,000,000 at any time outstanding; (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower MLP or any of its Restricted Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (i) Investments owned by any Person at the time it becomes a Subsidiary not made in contemplation of the acquisition of such Person, not to exceed $10,000,000 at any time outstanding; (j) lease, utility and other similar deposits in the ordinary course of business in an amount not to exceed $500,000 in the aggregate; (k) Investments made from the proceeds of issuances of Capital Stock by the Borrower and its Subsidiaries MLP or capital contributions made to the MLP by the holders of Capital Stock of the MLP; provided that (i) at the time of and immediately after giving effect to such Investment, no Event of Default shall have occurred and be continuing, (ii) such Investments are made within 180 days after the receipt of such proceeds and (iii) the aggregate amount of Investments in ownership interests or to any Person that is not a Subsidiary Loan Party pursuant to this clause (k) shall not exceed at any time outstanding the greater of (x) $30,000,000 and (y) 10% of Consolidated Net Tangible Assets; (l) Permitted Acquisitions, and advances, deposits and prepayments made in additional Oil and Gas Properties located within the geographic boundaries of the United States of America connection therewith; (including, for the avoidance of doubt, m) the acquisition of 10010.32% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryGulf LNG; and (kn) other Investments which in the aggregate do not to exceed the Threshold Amount in $10,000,000 at any Fiscal Yeartime outstanding.

Investments, Loans. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Parent and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries of Parent that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments (other than Acquisitions) made by Parent, the Borrower or any Subsidiary Loan Party in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that, with respect to any Investment in any Subsidiary that is not a Loan Party, (i) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom and (ii) the aggregate amount of Investments by the Loan Parties in or to any Subsidiary that is not a Loan Party (including all such Investments existing on the Restatement Date) shall not exceed $30,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower Parent or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Permitted Acquisitions; (h) Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) by the Borrower and Parent or any of its Subsidiaries which in the aggregate do not exceed $25,000,000 at any time outstanding; provided, that no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (i) any transactions deemed to be Investments arising in ownership interests in additional Oil and Gas Properties located within the geographic boundaries connection with any dissolution or reorganization of the United States of America (includingany Subsidiary permitted under Section 7.3, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets so long as no cash or other similar arrangements tangible property is invested in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americasuch Subsidiary; (j) Investments consisting of the acquisition of property in the ordinary course of business (other than Acquisitions); (k) Investments in securities of trade creditors or customers in the ordinary course of business that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (l) Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) and made in accordance with any written investment policy of Parent approved by the Borrower board of directors of Parent prior to the Restatement Date, with such changes thereto as adopted in good faith by the board of directors of Parent from time to time after the Restatement Date (so long as any such changes to the types of investments permitted pursuant to the policy are generally consistent with the types of investments set forth in the written investment policy delivered to the Administrative Agent and the Lenders on the Restatement Date); (m) nominal capital contributions made in connection with and in furtherance of the formation of any new Subsidiaries as permitted hereunder; (n) Investments consisting of accounts receivable owing to any of Parent, the Borrower, or such Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms; (o) contributions to the LendingTree Foundation in an aggregate amount not to exceed $25,000,000 at any time outstanding; provided, that no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (p) other Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) by Parent or any of its Subsidiaries which in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), aggregate so long as (i) no Default or Event of Default shall exist have occurred and be continuing at the time of, or immediately following, the making of such Investment is made or would result therefrom, and (ii) after giving effect to such Investment Investment, the Consolidated Total Net Leverage Ratio is made (xless than or equal to 3.00 to 1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryb); and (kq) the purchase of the Permitted Bond Hedge Transaction by the Parent and the performance of its obligations thereunder. Parent will not create, form, purchase, acquire, or otherwise suffer to exist any direct Subsidiary other Investments which than the Borrower. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of such Investment when made, purchased or acquired, net of any amount representing return of (but not return on) such Investment and without regard to any forgiveness of Indebtedness. For the avoidance of doubt, (x) if any Investment meets the criteria set forth in more than one of clauses (a) through (q) of this Section 7.4 then the aggregate do not exceed the Threshold Amount Borrower may classify or reclassify such Investment in any Fiscal Yearmanner that complies with this Section 7.4 and such Investment shall be treated as having been permitted pursuant to only one of the clauses of this Section 7.4 and (y) any Investment meeting the criteria set forth in more than one of clauses (a) through (q) of this Section 7.4 may be divided and classified among more than one of the clauses of this Section 7.4.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 8.04 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.18.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower in or to any Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Loan Party in accordance with Section 6.11) and by any Subsidiary Loan Party to the Borrower or in or to another Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Loan Party in accordance with Section 6.11); (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties, including Guarantees of Indebtedness of such Subsidiaries, which do not exceed $7,500,000 at any time outstanding; (f) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any joint ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $15,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower and its Subsidiaries; provided that, for purposes of determining compliance with this Section 8.04(f), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VII, such Investments shall be valued at the actual amount of cash invested; (g) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (h) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hi) Hedging Transactions permitted by Section 7.108.10; (j) Permitted Acquisitions; (k) Investments constituting Indebtedness permitted by Section 8.01; (l) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and were in existence as of the date of consummation of such Acquisition; (i) Investments by the Borrower and its Subsidiaries extensions of trade credit (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries other than to Affiliates of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assetsBorrower) arising or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary acquired in the oil and gas exploration and production ordinary course of business located within the geographic boundaries of the United States of America; (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt Investments received in settlements in the ordinary course of business of such cash proceeds or extensions of trade credit; (yn) on a later date than the date set forth extensions of credit in the preceding clause (x) and such cash proceeds are held by Borrower nature of accounts receivable or notes receivable arising from the sale or lease of goods in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness consistent with past practices; (ko) other Investments which in the aggregate do not exceed the Threshold Amount $1,500,000 in any Fiscal Year; (p) Investments solely from the proceeds of sales of assets permitted under Section 8.06(g); and (q) Investments arising out of an election by FF US Holding Corp. or FF to exercise the rights to purchase Call Shares (as defined in the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date) or Put Shares (as defined in the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date), in an aggregate amount required under the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date; provided, that at the time of such purchase, no Default or Event of Default has occurred or is continuing.

Investments, Loans. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Wholly Owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted InvestmentsCash Equivalents) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries)) and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of such Investment permitted pursuant to this Section 7.4(a) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by one or more other exceptions to this Section 7.4; (b) Permitted InvestmentsCash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business[reserved]; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by the Borrower in or to any Restricted Subsidiary and by any Restricted Subsidiary to the Borrower or in or to another Restricted Subsidiary; provided that the aggregate amount of Investments by the Loan Parties (other than Holdings) in or to, and Guarantees by the Loan Parties (other than Holdings) of Indebtedness of, any Restricted Subsidiary that is not a Subsidiary Loan Party, shall not exceed, at any time outstanding the greater of (x) $10,000,000 or (y) 15% of TTM Consolidated EBITDA as of the applicable determination date; (gi) payroll advances to employees in the ordinary course of business and (ii) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation relocation, entertainment and analogous ordinary business purposes and related expenses; provided that the aggregate amount of all such loans and advances under this clause (e)(ii) does not exceed the Threshold Amount greater of (x) $2,000,000 or (y) 3% of TTM Consolidated EBITDA as of the applicable determination date at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (g) Permitted Acquisitions; (h) Investments of any Person that becomes a Restricted Subsidiary on or after the date hereof (or of a Person merged, consolidated or amalgamated with or into a Restricted Subsidiary or acquired pursuant to a Permitted Acquisition); provided that any such Investment (i) exists at the time such person becomes (or merges, consolidates or amalgamates with or into) a Restricted Subsidiary and (ii) is not made in anticipation of such Person becoming a Restricted Subsidiary (or such merger, consolidation or amalgamation); (i) Investments arising out of the receipt by the Borrower or any of the Restricted Subsidiaries of promissory notes and its Subsidiaries other non-cash consideration in connection with any disposition permitted under Section 7.6; (i) Investments (including debt obligations and Capital Stock) received in ownership interests connection with the bankruptcy, workout, recapitalization or reorganization of, or in additional Oil and Gas Properties located within the geographic boundaries settlement of the United States of America (includingdelinquent obligations of, for the avoidance of doubtor other disputes with, the acquisition issuer of 100% of the Capital Stock of a Person owning such assets) Investment or an Affiliate thereof and (ii) related to oil Investments consisting of accounts or notes receivable, security deposits and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines prepayments and other midstream assets credits granted or other similar arrangements made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors, in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary case in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; (jk) Investments (including debt obligations and Capital Stock) (i) upon a foreclosure with respect to any secured Investments or other transfer of title with respect to any secured Investment in default, (ii) in satisfaction of judgments against other Persons and (iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; (l) Indebtedness otherwise permitted by the Borrower terms of Section 7.1 (other than by reference to Section 7.4); (m) Investments consisting of, Permitted Encumbrances and other Liens permitted under Section 7.2, mergers, dissolutions, liquidations and consolidations permitted under Section 7.3, dispositions permitted under Section 7.6 (other than Section 7.6(e)) and Restricted Payments permitted under Section 7.5; (n) acquisitions of obligations of one or more future, present or former employees, managers, officers, directors, consultants or contractors (or spouses, former spouses, successors, executors, administrators, heirs, trustees, legatees or distributees of any of the foregoing) of the Borrower, any of its Restricted Subsidiaries or any direct or indirect parent thereof, in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance connection with such employee’s, manager’s, officer’s, director’s, consultant’s or contractor’s acquisition of Capital Stock of the Borrower after November 9, 2018 (excluding or any cash capital contributions received for purposes of exercising the Cure Right)direct or indirect parent thereof, so long as no cash is actually advanced by the Borrower or any Restricted Subsidiary to such Persons in connection with the acquisition of any such obligations; (o) Guarantees of operating leases or of other obligations that do not constitute Indebtedness, in each case, entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (p) Investments in an amount equal to the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Capital Stock of the Borrower, to the extent such amount is Not Otherwise Applied, and except to the extent such amount increases the Available Amount or constitutes a Specified Equity Contribution; (q) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; (r) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or any Restricted Subsidiary; (s) Investments, including loans and advances, to any Person so long as the Borrower or any Restricted Subsidiary (as applicable) would otherwise be permitted to make a Restricted Payment in such amount to such Person; provided that the amount of any such Investment will be deemed to be a Restricted Payment under the appropriate clause of Section 7.5 for all purposes of this Agreement and reduce the amount of such applicable Restricted Payment thereafter permitted by a corresponding amount; (t) Investments consisting of the leasing, subleasing, licensing or sublicensing of intellectual property rights in the ordinary course of business or the contribution of intellectual property rights pursuant to joint marketing arrangements with other Persons; (u) Investments consisting of purchases or acquisitions of inventory, supplies and materials in each case in the ordinary course of business; (v) Investments in assets useful in the business of the Borrower or any Restricted Subsidiary made with (or in an amount equal to) the Net Proceeds of any casualty event; provided that if the underlying casualty event was with respect to assets of the Borrower or a Subsidiary Loan Party, then such Investment shall be consummated by the Borrower or a Subsidiary Loan Party; (w) [reserved]; (x) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries; (y) Investments consisting of the licensing (or equivalent thereof), acquisition, sale or contribution of intellectual property rights or proprietary materials pursuant to pharmaceutical or therapeutic product licensing, collaboration, development, promotion, marketing, supply, research or similar arrangements with other Persons made in the ordinary course of business or not exceeding at any time outstanding an aggregate principal amount of the greater of (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment $6,500,000 and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt 10% of such cash proceeds or (y) on a later date than TTM Consolidated EBITDA as of the date set forth applicable determination date, in each case, determined as of the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance time of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andincurrence; (kz) other additional Investments which in the aggregate do not exceed the Threshold Amount greater of (i) $15,000,000 and (ii) 25% of TTM Consolidated EBITDA as of the applicable determination date at any time outstanding; (aa) loan or advances to officers and other key employees of the Borrower to fund all or a portion of their purchase price of or refinance all or a portion of existing indebtedness incurred to purchase Capital Stock of the Borrower, loans or advances made in connection with deferred compensation plans or stock-based compensation to employees of the Borrower or any Fiscal Yearof its Subsidiaries (including any loans made as a result of, in connection with or pursuant to, any management equity plan, unit issuances and sales, deferred compensation plan, or other management or employee benefit plan or agreement; provided that such loans or advances do not exceed the greater of (x) $6,500,000 and (y) 10% of TTM Consolidated EBITDA as of the applicable determination date at any time outstanding; (bb) So long as no Event of Default then exists or would result therefrom, additional Investments in an amount not exceeding the Available Amount; (cc) Investments in joint ventures, Unrestricted Subsidiaries or Similar Businesses in an amount not to exceed at any time outstanding the greater of (i) $7,500,000 and (ii) 12% of TTM Consolidated EBITDA as of the applicable determination date; and (dd) additional Investments so long as, immediately after giving effect thereto on a Pro Forma Basis, the Total Net Leverage Ratio would not exceed 3.00:1.00 calculated as of the last day of the most recently ended Test Period. For the avoidance of doubt, each category of Investments and each dollar cap set forth in this Section 7.4 is be separate and is not meant to reduce any other category or cap set forth in this Section 7.4.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchasePurchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Loan Parties that are not Borrowers that is Guaranteed by any Borrower shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower a Loan Party in or to any Subsidiary and other Loan Party; provided that the aggregate amount of Investments by any Subsidiary to the Borrower or Borrowers in or to another Subsidiaryto, and, without duplication, Guarantees by the Borrowers of Indebtedness of, any Loan Party that is not a Borrower (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower any Loan Party or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaPermitted Acquisitions; (jh) Investments by acquired in connection with the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance settlement of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth delinquent Accounts in the preceding clause (x) and such cash proceeds are held by Borrower ordinary course of business or in a segregated deposit account (which, for connection with the avoidance bankruptcy or reorganization of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarysuppliers or customers; and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (eb) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fc) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or its Subsidiaries in or to another SubsidiaryLand Assets; (gd) loans or advances to employees, officers or directors of the Investments by Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstandingDevelopment Properties; (he) Hedging Transactions permitted Investments by Section 7.10Borrower in non-Wholly Owned Subsidiaries and Unconsolidated Affiliates; (if) Investments by the Borrower and or its Subsidiaries (other than the Subsidiary Guarantors) in (i) in ownership interests in additional Oil and Gas Properties located within Mortgage Note Receivables secured by properties that meet the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock property type requirements of a Person owning such assets) Medical Asset, or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Permitted Equity Investments) until the date invested in an Unrestricted Subsidiary; and (kg) acquisition of fee simple interests or long-term ground lease interests in Real Estate by the Borrower or its Subsidiaries that meet the property type requirements of a Medical Asset. Notwithstanding the foregoing, unless otherwise approved in writing by Agent, such approval not to be unreasonably conditioned, withheld or delayed, Xxxx OP and its Subsidiaries will not own any Real Estate other Investments which in than as set forth on Schedule 7.4. For the aggregate do not exceed purposes of this Section 7.4, the Threshold Amount Investment of the Borrower or its Subsidiaries in any Fiscal Yearnon-Wholly Owned Subsidiaries and Unconsolidated Affiliates will equal (without duplication) the sum of such Person’s pro rata share of any Investments valued at the GAAP book value.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Permitted Alternative Investments; provided that the aggregate amount of all such Permitted Alternative Investments in held by the form of trade credit to customers of a Loan Party arising in the ordinary course of business Borrower and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessits Subsidiaries (other than any Insurance Subsidiary) does not exceed $20,000,000 at any time; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1;; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; US-DOCS\51545218.9 (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that, with respect to any such Investments that consist of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of, Indebtedness of Excluded Subsidiaries or Subsidiaries that are not Loan Parties, if the Leverage Ratio for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) (calculated on a pro forma basis as if such Investment (and any other Investments or Restricted Payments that occur subsequent to such four consecutive Fiscal Quarter period for which the pro forma financial effect of such events has been calculated under this Agreement) had been made on the first day of such four consecutive Fiscal Quarter period), exceeds 1.50:1.00 then, at the time of and immediately after giving effect to such Investment, the aggregate outstanding amount of Investments by the Loan Parties that were made by the Loan Parties at a time when the Leverage Ratio (calculated on a pro forma basis after giving effect to such Investments) is greater than 1.50:1.00 in or to, and Guarantees by the Loan Parties of Indebtedness of, (x) Excluded Subsidiaries (including all such Investments and Guarantees existing on the Closing Date) shall not exceed the greater of $50,000,000 and 40.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) and (y) Subsidiaries that are not Subsidiary Loan Parties (other than Excluded Subsidiaries) (including all such Investments and Guarantees existing on the Closing Date) shall not exceed the greater of $25,000,000 and 20.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b), in each case, excluding Investments permitted under the succeeding proviso; provided, further, that (i) Guarantees of Indebtedness of Excluded Subsidiaries shall not be permitted except (x) Excluded Subsidiaries may Guarantee Indebtedness of other Excluded Subsidiaries and (y) the Borrower may Guarantee on an unsecured basis all Indebtedness of Excluded Subsidiaries permitted under Section 7.1(h) (and make payments thereunder to the extent such payment is permitted as an Investment hereunder at such time), (ii) additional Investments in Excluded Subsidiaries pursuant to Section 7.1(h) below shall be permitted subject to the limitations set forth therein and (iii) in the case of Investments in Excluded Subsidiaries pursuant to this clause (e), at the time of and immediately after giving effect to any such Investment, (A) no Default or Event of Default shall exist and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period, calculated as if such Investment had been made as of the first day of the relevant period for testing compliance; (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $3,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.Permitted Acquisitions,

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital StockEquity Interests, evidence of Indebtedness (except as permitted in Section 7.1) Debt or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Person, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 11.4(a) (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising Hedging Agreements permitted by Section 11.10; (d) Guarantees constituting Debt permitted by Section 11.1 and Guarantees entered into in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in respect of obligations that do not constitute Debt; (e) Investments in the ordinary course of business; (d) creation business consisting of any additional Subsidiaries domiciled in the U.S. endorsements for collection or deposit and Unrestricted Subsidiaries in compliance customary trade arrangements with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1customers consistent with past practice; (f) Investments loans or advances made by the Borrower in or to any Subsidiary and made by any Subsidiary to the Borrower or in or to another any other Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Debt of, any Subsidiary that is not a Guarantor (including all such loans Investments and advances does Guarantees existing on the Effective Date) shall not exceed the Threshold Amount $1,000,000 at any time outstanding; (g) any advance or loan to an officer or employee of the Borrower or its Subsidiaries as an advance on commissions, travel and other items in the ordinary course of business, so long as all such advances and loans aggregate, on a combined basis, not more than the maximum principal sum of $100,000; (h) Hedging Transactions promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 7.1011.6 in an aggregate amount not to exceed $250,000 at any time outstanding; (i) Investments by received in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americaaccount debtors; (j) creation or acquisition of any additional Subsidiaries that become Loan Parties, provided, that such Subsidiaries comply with the provisions of Section 10.12; (k) Investments by the Borrower consisting of Liens, Asset Sales and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 Restricted Payments permitted under this Section 11; (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (il) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (km) other Investments which or acquisitions of property or assets in the an aggregate do amount not to exceed the Threshold Amount in any Fiscal Year$500,000.

Investments, Loans. The Borrower Parent will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to before such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations Indebtedness of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all of the assets of any other Person that constitute or a division or a business unitunit of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Parent and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower Parent in or to any Subsidiary and by any Subsidiary to the Borrower Parent or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $2,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower Parent or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $250,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (kh) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (i) Investments as a result of the receipt of non-cash consideration from a sale, transfer or other disposition of any assets in compliance with Section 7.6; and (j) other Investments which in the aggregate do not exceed (i) when taken together with all other Investments made in the Threshold Amount in any same Fiscal Year, $7,500,000 and (ii) when taken together with all other Investments made since the Closing Date, $15,000,000; provided that (A) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made, and (B) immediately after giving effect to such Investment either (1) Availability is greater than or equal to $12,500,000 or (2) Availability is greater than or equal to $10,000,000 and Parent and its Subsidiaries’ Fixed Charge Coverage Ratio, on a Pro Forma Basis, is at least 1.20 to 1.00.

Investments, Loans. The Borrower will not, and will not permit any Loan Party or any of its their respective Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (cb) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessbusiness in the aggregate less than $50,000; (dc) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (ed) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary or by Parent in or to the Borrower; (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $50,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the onshore geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $500,000 in any Fiscal Year.

Investments, Loans. The Each Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Borrowers and its their Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Guarantors that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the any Borrower in or to any Subsidiary other Borrower or any Subsidiary, and by any Subsidiary to the any Borrower or in or to another Subsidiary; provided that, with respect to any Investments by any Loan Party in or to (or any Guarantees by any Loan Party of Indebtedness of) any Subsidiary that is not a Loan Party, after giving effect to any such Investment on a pro forma basis, the Borrowers shall be in compliance with Section 6.1; (ge) loans or advances to employees, officers or directors of the any Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (kg) other Investments which in the aggregate do not exceed the Threshold Amount $2,500,000 in any Fiscal Year.

Investments, Loans. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Parent and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries of Parent that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments (other than Acquisitions) made by Parent, the Borrower or any Subsidiary Loan Party in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that, with respect to any Investment in any Subsidiary that is not a Loan Party, (i) no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom and (ii) the aggregate amount of Investments by the Loan Parties in or to any Subsidiary that is not a Loan Party (including all such Investments existing on the Closing Date) shall not exceed $15,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower Parent or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Permitted Acquisitions; (h) Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) by the Borrower and Parent or any of its Subsidiaries which in the aggregate do not exceed $25,000,000 at any time outstanding; provided, that no Default or Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; (i) any transactions deemed to be Investments arising in ownership interests in additional Oil and Gas Properties located within the geographic boundaries connection with any dissolution or reorganization of the United States of America (includingany Subsidiary permitted under Section 7.3, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets so long as no cash or other similar arrangements tangible property is invested in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americasuch Subsidiary; (j) Investments consisting of the acquisition of property in the ordinary course of business (other than Acquisitions); (k) Investments in securities of trade creditors or customers in the ordinary course of business that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (l) Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) and made in accordance with any written investment policy of Parent delivered to and approved by the Borrower Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed), with such changes thereto as adopted in good faith by the board of directors of Parent from time to time; (m) nominal capital contributions made in connection with and in furtherance of the formation of any new Subsidiaries as permitted hereunder; (n) Investments consisting of accounts receivable owing to any of Parent, the Borrower, or such Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms; and (o) other Investments (other than Acquisitions and Investments described in clause (d) of this Section 7.4) by Parent or any of its Subsidiaries which in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), aggregate so long as (i) no Default or Event of Default shall exist have occurred and be continuing at the time of, or immediately following, the making of such Investment is made or would result therefrom, and (ii) after giving effect to such Investment, the Consolidated Leverage Ratio is less than or equal 3.0 to 1.0, calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b). Parent will not create, form, purchase, acquire, or otherwise suffer to exist any direct Subsidiary other than the Borrower. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of such Investment is made when made, purchased or acquired, net of any amount representing return of (but not return on) such Investment and without regard to any forgiveness of Indebtedness. For the avoidance of doubt, (x) within five if any Investment meets the criteria set forth in more than one of clauses (5a) Business Days following Borrower’s receipt through (o) of this Section 7.4 then the Borrower may classify or reclassify such cash proceeds or Investment in any manner that complies with this Section 7.4 and such Investment shall be treated as having been permitted pursuant to only one of the clauses of this Section 7.4 and (y) on a later date than any Investment meeting the date criteria set forth in more than one of clauses (a) through (o) of this Section 7.4 may be divided and classified among more than one of the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance clauses of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Yearthis Section 7.4.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Permitted Alternative Investments; provided that the aggregate amount of all such Permitted Alternative Investments in held by the form of trade credit to customers of a Loan Party arising in Borrower and its Subsidiaries (other than the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessInsurance Subsidiary) does not exceed $20,000,000 at any time; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; provided, further, that the Borrower may Guarantee on an unsecured basis all Indebtedness permitted under Section 7.1(h); (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $25,000,000 at any time outstanding; provided, further, that the Borrower may Guarantee on an unsecured basis all Indebtedness permitted under Section 7.1(h) and such Guarantee shall not be subject to the limitation set forth in this subsection; (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $3,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $5,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit At any of its Subsidiaries to, purchasetime purchase or otherwise acquire, hold ------------------ or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted invest in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) capital stock of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase make any loan or otherwise acquire (in one transaction advance to, or a series enter into any arrangement for the purpose of transactions) any assets of providing funds or credit to, or make any other Person that constitute a business unitinvestment, whether by way of capital contribution or create otherwise, in or form with any Subsidiary (all of the foregoing being collectively called “Investments”)Person, except: including, without limitation, any Affiliate or any Subsidiary, except (a) Investments (other than Permitted Investments) existing on investments in direct obligations of, or instruments unconditionally guaranteed by, the date hereof and set forth on Schedule 7.4 (including Investments United States of America or in Subsidiaries); certificates of deposit issued by a Qualified Depository, (b) Permitted Investments; investments in commercial or finance paper which, at the time of investment, is rated "A" or better by Xxxxx'x Investors Service, Inc., or Standard & Poor's Corporation, respectively, or at the equivalent rate by any of their respective successors, (c) Investments any interests in any money market account maintained, at the form time of trade credit investment, with a Qualified Depository, the investments of which, at the time of investment, are restricted to customers the types specified in clause (a) above, (d) interests of a Loan Party arising the Guarantor and its direct or indirect Wholly-Owned Subsidiaries in other Subsidiaries, (e) loans made in the ordinary course of business and represented consistent with past practices by accounts from such customers (i) the Guarantor to any of its Subsidiaries, (ii) any of the Guarantor's Subsidiaries to the Guarantor, or (iii) any of the Guarantor's Subsidiaries to any of the Guarantor's other Subsidiaries, and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments additional investments in existence as of the date hereof and set forth in Schedule 8.7 hereto, or proposed to be made by the Borrower in Guarantor or ------------ its Wholly-Owned Subsidiaries pursuant to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors commitments existing as of the Borrower Closing Date and set forth on Schedule 8.7 hereto; provided that (1) all investments ------------ permitted pursuant to clauses (a), (b) and (c) of this Section 8.7 shall have a maturity not exceeding one year, and (2) the aggregate outstanding amount of all loans and investments made after the Closing Date by the Guarantor or any of its Restricted Subsidiaries to or in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does Unrestricted Subsidiaries shall not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year$3,000,000.

Investments, Loans. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Borrowers and its their Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower Borrowers in or to any Subsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11) and by any Subsidiary Loan Party to the any Borrower or in or to another SubsidiarySubsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11); (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties, including Guarantees of Indebtedness of such Subsidiaries, which do not exceed $7,500,000 at any time outstanding; (f) [reserved]; (g) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any Joint Ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $15,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower Representative and its Subsidiaries; provided that, for purposes of determining compliance with this Section 7.4(g), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VI, such Investments shall be valued at the actual amount of cash invested; (h) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (i) loans or advances to employees, officers or directors of the Borrower Borrowers or any of its their Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hj) Hedging Transactions permitted by Section 7.10; (ik) Permitted Acquisitions; (l) Investments constituting Indebtedness permitted by Section 7.1; (m) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Borrower Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and its Subsidiaries were in existence as of the date of consummation of such Acquisition; (n) (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries extensions of trade credit (other than to Affiliates of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assetsBorrowers) arising or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary acquired in the oil and gas exploration and production ordinary course of business located within the geographic boundaries of the United States of America; (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt Investments received in settlements in the ordinary course of business of such cash proceeds or extensions of trade credit; (yo) on a later date than the date set forth extensions of credit in the preceding clause (x) and such cash proceeds are held by Borrower nature of accounts receivable or notes receivable arising from the sale or lease of goods in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness consistent with past practices; (kp) other Investments which in the aggregate do not exceed the Threshold Amount $1,500,000 in any Fiscal Year; (q) [reserved]; and (r) Investments solely from the proceeds of sales of assets permitted under Section 7.6(g).

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that (i) Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (other than Excluded Subsidiaries) pursuant to this clause (e) shall not exceed in the aggregate at any time outstanding the greater of $2,500,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 15.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) Investments by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries in or to, and Guarantees by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries of Indebtedness of, Excluded Subsidiaries shall not be permitted under this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Permitted Acquisitions, (y) so long as no Event of Default then exists or would result therefrom, Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that (i) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that do not become owned by Loan Parties shall not exceed $3,000,000 at any time outstanding and (ii) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Excluded Subsidiaries (determined at the time of such Permitted Acquisition) and Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $50,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Available Amount; provided, that, (i) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) entities that do not become, or assets that do not become owned by, Loan Parties or Excluded Subsidiaries and (y) entities that become, or assets that become owned by, Loan Parties or Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to such entities that do not become, and assets that do not become owned by, Loan Parties or Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent, (ii) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) Excluded Subsidiaries or assets that become owned by Excluded Subsidiaries and (y) entities that do not become, or assets that do not become owned by, Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to the Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent and (iii) the amount of Investments made (or Acquisition Consideration payable) under this Section 7.4(h) in connection with a Permitted Acquisition of an Excluded Subsidiary shall be determined without duplication of any Indebtedness incurred or assumed under Section 7.1(h) in connection therewith to the extent such Indebtedness is included in the determination of Acquisition Consideration for such Permitted Acquisition; (i) Investments in joint ventures with a joint venture partner that is reasonably acceptable to the Administrative Agent (it being understood and agreed that the potential joint venture partner identified to the Administrative Agent on or prior to the Closing Date is reasonably acceptable to the Administrative Agent and the Lenders); provided that (A) the aggregate amount of Investments made pursuant to this clause (i) shall not exceed $11,000,000 at any time outstanding, (ii) the Capital Stock of the joint venture entities (the “JV entities”) that is owned or held by the Borrower and its Subsidiaries shall be directly owned by Loan Parties and shall be pledged as Collateral pursuant to the Collateral Documents, (iii) the documentation and other arrangements of such joint ventures shall be reasonably acceptable to the Administrative Agent (such reasonably acceptable documents, the “JV Documents”), (iv) at the time of any such Investment, no Default or Event of Default shall exist or would result from such Investment and (v) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period (calculated on a pro forma basis as if such Investment had been made on the first day of such Test Period). (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $1,500,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 10.0% of Consolidated EBITDA for the most recently ended Test Period; and (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries aggregate amount of Acquired Investments that would not otherwise be permitted as an Investment pursuant to clauses (a) through (j) of this Section 7.4 shall not exceed 10% of the United States book value of America such Subsidiary Loan Party (and its Subsidiaries) that is acquired after the Closing Date or such Person (and its Subsidiaries) that is merged or consolidated with or into the Borrower or a Subsidiary Loan Party, as of the date of such acquisition, merger or consolidation and (ii) Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts). The amount of any Investment (other than Investments made using the acquisition Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a any Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 of the Disclosure Letter (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,000,000.00 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000.00 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (kh) Investments in Persons that are not Subsidiaries which in the aggregate do not exceed $10,000,000 at any time, provided, however, that all Investments made on or before December 31, 2018 and disclosed to Lender in writing, up to a maximum of $4,000,000.00, shall be excluded from the calculation of aggregate Investments in Persons that are not Subsidiaries under this subsection 7.4(h); and (i) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000.00 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 8.04 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.18.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower in or to any Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Loan Party in accordance with Section 6.11) and by any Subsidiary Loan Party to the Borrower or in or to another Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Loan Party in accordance with Section 6.11), provided that this clause (d) shall not be utilized to consummate an Acquisition; (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties (including, without limitation, Foreign Subsidiaries), including Guarantees of Indebtedness of such Subsidiaries, which do not exceed $15,000,000 at any time outstanding; (f) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any joint ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $100,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower and its Subsidiaries; provided that, for purposes of determining compliance with this Section 8.04(f), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VII, such Investments shall be valued at the actual amount of cash invested; (g) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (h) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $25,000,000 at any time outstanding; (hi) Hedging Transactions permitted by Section 7.108.10; (j) Permitted Acquisitions; (k) Investments constituting Indebtedness permitted by Section 8.01 (other than by Section 8.01(d) or Section 8.01(e)); (l) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and were in existence as of the date of consummation of such Acquisition; (i) Investments by the Borrower and its Subsidiaries extensions of trade credit (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries other than to Affiliates of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assetsBorrower) arising or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary acquired in the oil and gas exploration and production ordinary course of business located within the geographic boundaries of the United States of America; (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt Investments received in settlements in the ordinary course of business of such cash proceeds or extensions of trade credit; (yn) on a later date than the date set forth extensions of credit in the preceding clause (x) and such cash proceeds are held by Borrower nature of accounts receivable or notes receivable arising from the sale or lease of goods in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness consistent with past practices; (ko) other Investments which in the aggregate do not exceed the Threshold Amount $5,000,000 in any Fiscal Year; (p) Investments solely from the proceeds of sales of assets permitted under Section 8.06(g); (q) to the extent constituting an Investment, the Georgia Revenue Bond Transaction; and (r) Investments arising out of an election by FF US Holding Corp. or FF to exercise the rights to purchase Call Shares (as defined in the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date) or Put Shares (as defined in the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date), in an aggregate amount required under the FF US Holding Corp. Stockholders’ Agreement as in effect on the Closing Date; provided, that at the time of such purchase, no Default or Event of Default has occurred or is continuing.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary (other than Stanford) and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary (other than Stanford); (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (iother than Stanford) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (kh) other Investments which in the aggregate do not exceed the Threshold Amount $5,000,000 in any Fiscal Year.

Investments, Loans. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Borrowers and its their Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower Borrowers in or to any Subsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11) and by any Subsidiary Loan Party to the any Borrower or in or to another SubsidiarySubsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11); (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties, including Guarantees of Indebtedness of such Subsidiaries but excluding the Taiwanese Disposition, which do not exceed $5,000,000 at any time outstanding; (f) the Taiwanese Disposition so long as the aggregate fair market value of all such assets transferred does not exceed $7,000,000; (g) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any Joint Ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $10,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower Representative and its Subsidiaries; provided that, for purposes of determining compliance with this Section 7.4(g), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VI, such Investments shall be valued at the actual amount of cash invested; (h) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (i) loans or advances to employees, officers or directors of the Borrower Borrowers or any of its their Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hj) Hedging Transactions permitted by Section 7.10; (ik) Permitted Acquisitions; (l) Investments constituting Indebtedness permitted by Section 7.1; (m) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Borrower Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and its Subsidiaries were in existence as of the date of consummation of such Acquisition; (n) (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries extensions of trade credit (other than to Affiliates of the United States Borrowers) arising or acquired in the ordinary course of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or business and (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition Investments received in settlements in the ordinary course of business of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area extensions of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americatrade credit; (jo) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods in the ordinary course of business consistent with past practices; (p) other Investments by which in the Borrower and its Subsidiaries aggregate do not exceed $1,000,000 in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of any Fiscal Year; (q) the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), [German Acquisition] so long as (i) no Default or Event of Default Default, on a Pro Forma Basis, shall exist have occurred and be continuing at the time of, or immediately following, the making of such Investment and Acquisition, (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended total consideration for such InvestmentsAcquisition shall not exceed $2,500,000, and (iii) until such Acquisition shall be consummated on substantially the date invested same terms as disclosed to the Administrative Agent prior to the Closing Date or on such other terms as the Administrative Agent may approve (such approval not to be unreasonably withheld, conditioned or delayed) , in an Unrestricted Subsidiaryeach case as certified to the Administrative Agent and Lenders by the Borrower Representative; and (kr) other Investments which in solely from the aggregate do not exceed the Threshold Amount in any Fiscal Yearproceeds of sales of assets permitted under Section 7.6(g).

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that (i) Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (other than Excluded Subsidiaries) pursuant to this clause (e) shall not exceed in the aggregate at any time outstanding the greater of $2,500,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 15.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) Investments by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries in or to, and Guarantees by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries of Indebtedness of, Excluded Subsidiaries shall not be permitted under this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Permitted Acquisitions, (y) Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that (i) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that are not owned by Loan Parties shall not exceed $3,000,000 at any time outstanding and (ii) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Excluded Subsidiaries (determined at the time of such Permitted Acquisition) and Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $50,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Borrower and its Subsidiaries Available Amount; provided, that, (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries event of a Permitted Acquisition consisting of the United States purchase or acquisition of America both (x) entities that do not become, or assets that do not become owned by, Loan Parties or Excluded Subsidiaries and (y) entities that become, or assets that become owned by, Loan Parties or Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to such entities that do not become, and assets that do not become owned by, Loan Parties or Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent, (ii) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) Excluded Subsidiaries or assets that become owned by Excluded Subsidiaries and (y) entities that do not become, or assets that do not become owned by, Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to the Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent and (iii) the amount of Investments made (or Acquisition Consideration payable) under this Section 7.4(h) in connection with a Permitted Acquisition of an Excluded Subsidiary shall be determined without duplication of any Indebtedness incurred or assumed under Section 7.1(h) in connection therewith to the extent such Indebtedness is included in the determination of Acquisition Consideration for such Permitted Acquisition; (i) Investments in the JV Entities pursuant to the JV Documents; provided that the aggregate amount of Investments in the JV Entities pursuant to this clause (i) shall not exceed $[ ● ] at any time outstanding; (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $1,500,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 10.0% of Consolidated EBITDA for the most recently ended Test Period; and (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that (i) the aggregate amount of Acquired Investments that would not otherwise be permitted as an Investment pursuant to clauses (a) through (j) or (l) of this Section 7.4 shall not exceed 10% of the book value of such Subsidiary Loan Party (and its Subsidiaries) that is acquired after the Closing Date or such Person (and its Subsidiaries) that is merged or consolidated with or into the Borrower or a Subsidiary Loan Party, as of the date of such acquisition, merger or consolidation and (ii) Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts). The amount of any Investment (other than Investments made using the acquisition Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a any Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof hereofas of the Third Amendment Effective Date and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.17.1 (other than APC Non-Recourse Indebtedness and Indebtedness permitted pursuant to Section 7.1(v)); provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $20,000,000the greater of (x) 15% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $25,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $2,500,0005,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by loans to Associated Practices pursuant to any Associated Practice Documents; (h) the Borrower and its Subsidiaries AP-AMH Loan Documents; (i) Permitted Acquisitions; (j) Future Approved Entity Investments in ownership interests in additional Oil and Gas Properties located within an aggregate amount not to exceed $150,000,000 so long as (i) the geographic boundaries Approved Entity substantially concurrently uses all of the United States proceeds of America the Future Approved Entity Investment to acquire Capital Stock in or all or substantially all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets of APC or such other Material Associated Practice, (ii) the Administrative Agent receives collateral security in respect of such Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt, a Collateral Assignment and designation as an “additional secured party”) to the acquisition of 100% of the Capital Stock of a Person owning AP-AMH Loan, (iii) before and after giving effect to any such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan PartyFuture Approved Entity Investment, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default has occurred and is continuing and (iv) the Borrower shall exist have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the time of, or immediately followingdate of the consummation of such Future Approved Entity Investment demonstrating that on a Pro Forma Basis after giving effect to any such Future Approved Entity Investment, the making Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Future Approved Entity Investment had occurred; (k) Investments from the Borrower to AP-AMH to fund loans or capital contributions by AP-AMH to APC pursuant to Section 1.2(c) of the APC Shareholder Agreement so long as the aggregate amount funded does not exceed $15,000,000 at any time outstanding; provided that, notwithstanding the foregoing cap, additional Investments may be made under this clause (k) so long (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower has delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that the Consolidated Total Net Leverage Ratio is less than 2.00:1.00, measuring Consolidated Total Net Debt for purposes thereof as of the date of any such Investment is made (xand otherwise recomputing such calculation of the Consolidated Total Net Leverage Ratio in accordance with Section 6.1 as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) within five (5) Business Days following Borrower’s receipt of as if such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.Investment had occurred;

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital StockEquity Interests, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 7.4(a) (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising Hedging Transactions permitted by Section 7.10; (d) Guarantees constituting Indebtedness permitted by Section 7.1 and Guarantees entered into in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in respect of obligations that do not constitute Indebtedness; (e) Investments in the ordinary course of business; business consisting of (di) creation of any additional Subsidiaries domiciled in the U.S. endorsements for collection or deposit and Unrestricted Subsidiaries in compliance (ii) customary trade arrangements with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1customers consistent with past practice; (f) Investments loans or advances made by the Borrower in or to any Subsidiary and made by any Subsidiary to the Borrower or in or to another any other Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,000,000 at any time outstanding; (g) loans and advances does to officers, directors and employees of the Borrower in an aggregate amount not to exceed the Threshold Amount $100,000 at any time outstanding; (h) Hedging Transactions promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 7.107.6 in an aggregate amount not to exceed $1,000,000 at any time outstanding; (i) Investments by received in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americaaccount debtors; (j) creation or acquisition of any additional Subsidiaries, provided, that such Subsidiary complies with the provisions of Section 5.12; (k) Investments by the Borrower consisting of Liens, Dispositions and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock Restricted Payments permitted under this Article VII; (l) Investments or acquisitions of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Rightproperty or assets described on Schedule 7.4(l), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (km) other Investments which or acquisitions of property or assets in an aggregate amount not to exceed $2,500,000. If at any time the aggregate do not exceed Borrower or any of its Affiliates shall purchase or otherwise acquire any of the Threshold Amount in any Fiscal Yearloans made under the Second Lien Credit Agreement, the Borrower or such Affiliate shall immediately cancel such loans for no consideration.

Investments, Loans. Advances, Guarantees and -------------------------------------------- Acquisitions. The Parent Borrower will not, and will not permit any of its ------------- Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence Equity Interests in or evidences of Indebtedness (except as permitted in Section 7.1) indebtedness or other securities (including any option, warrant, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute constituting a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries)Acquisition; (b) Permitted Investments; (c) Investments in investments existing on the form of trade credit to customers of a Loan Party arising in the ordinary course of business date hereof and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessset forth on Schedule 6.04; (d) creation investments by the Parent Borrower and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that (i) any such -------- Equity Interests held by the Parent Borrower or a Subsidiary Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to voting Equity Interests of a Foreign Subsidiary referred to in Section 5.12), (ii) any additional such Equity 112 Interests held by the Netherlands Borrower shall be pledged pursuant to the applicable Foreign Security Documents and (iii) the aggregate amount of investments by the Parent Borrower, the Netherlands Borrower and the Subsidiary Loan Parties in, and loans and advances by the Parent Borrower, the Netherlands Borrower and the Subsidiary Loan Parties to, and Guarantees by the Parent Borrower, the Netherlands Borrower and the Subsidiary Loan Parties of Indebtedness of, Foreign Subsidiaries domiciled other than the Netherlands Borrower (excluding all such investments, loans, advances and Guarantees existing or made on the Effective Date (including the Indebtedness described on Schedule 6.04) and excluding Guarantees of the obligations of the Foreign Subsidiary Borrowers pursuant to the Collateral Agreement) shall not exceed $50,000,000 in the U.S. aggregate; provided that (A) not more -------- than $25,000,000 of such $50,000,000 may be in the form of equity investments and Unrestricted Subsidiaries in compliance with this Agreement(B) not more than $15,000,000 of such equity investments may be held by Loan Parties other than the Netherlands Borrower; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments loans or advances made by the Parent Borrower in or to any Subsidiary and made by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Parent Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expensesother Subsidiary; provided that the aggregate amount of all (i) any such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned made by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person (other -------- than the Canadian Borrower) shall be evidenced by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets promissory note or other similar arrangements in each caseinstrument and shall be pledged pursuant to the Collateral Agreement or the applicable Foreign Security Document, which are related or ancillary to Oil and Gas Properties owned by as the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9case may be, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt the amount of such cash proceeds or (y) on a later date than loans and advances made by the date Parent Borrower and the Subsidiary Loan Parties to Foreign Subsidiaries shall be subject to the limitation set forth in the preceding clause (xd) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.above;

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that (i) Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (other than Excluded Subsidiaries) pursuant to this clause (e) shall not exceed in the aggregate at any time outstanding the greater of $7,000,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 20.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) Investments by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries in or to, and Guarantees by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries of Indebtedness of, Excluded Subsidiaries shall not be permitted under this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Permitted Acquisitions, (y) so long as no Event of Default then exists or would result therefrom, Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that (i) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that do not become owned by Loan Parties shall not exceed $3,000,000 at any time outstanding and (ii) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Excluded Subsidiaries (determined at the time of such Permitted Acquisition) and Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $70,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Available Amount; provided, that, (i) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) entities that do not become, or assets that do not become owned by, Loan Parties or Excluded Subsidiaries and (y) entities that become, or assets that become owned by, Loan Parties or Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to such entities that do not become, and assets that do not become owned by, Loan Parties or Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent, (ii) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) Excluded Subsidiaries or assets that become owned by Excluded Subsidiaries and (y) entities that do not become, or assets that do not become owned by, Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to the Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent and (iii) the amount of Investments made (or Acquisition Consideration payable) under this Section 7.4(h) in connection with a Permitted Acquisition of an Excluded Subsidiary shall be determined without duplication of any Indebtedness incurred or assumed under Section 7.1(h) in connection therewith to the extent such Indebtedness is included in the determination of Acquisition Consideration for such Permitted Acquisition; (i) Investments in joint ventures with a joint venture partner that is reasonably acceptable to the Administrative Agent (it being understood and agreed that the potential joint venture partner identified to the Administrative Agent on or prior to the Closing Date is reasonably acceptable to the Administrative Agent and the Lenders); provided that (A) the aggregate amount of Investments made pursuant to this clause (i) shall not exceed $11,000,000 at any time outstanding, (ii) the Capital Stock of the joint venture entities (the “JV entities”) that is owned or held by the Borrower and its Subsidiaries shall be directly owned by Loan Parties and shall be pledged as Collateral pursuant to the Collateral Documents, (iii) the documentation and other arrangements of such joint ventures shall be reasonably acceptable to the Administrative Agent (such reasonably acceptable documents, the “JV Documents”), (iv) at the time of any such Investment, no Default or Event of Default shall exist or would result from such Investment and (v) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period (calculated on a pro forma basis as if such Investment had been made on the first day of such Test Period). (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $7,000,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 20.0% of Consolidated EBITDA for the most recently ended Test Period; and (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries aggregate amount of Acquired Investments that would not otherwise be permitted as an Investment pursuant to clauses (a) through (j) of this Section 7.4 shall not exceed 10% of the United States book value of America such Subsidiary Loan Party (and its Subsidiaries) that is acquired after the Closing Date or such Person (and its Subsidiaries) that is merged or consolidated with or into the Borrower or a Subsidiary Loan Party, as of the date of such acquisition, merger or consolidation and (ii) Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts). The amount of any Investment (other than Investments made using the acquisition Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a any Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Borrower Advances, Guarantees ------------------------------------------- and Acquisitions. ----------------The Parent will not, and will not permit any of its Subsidiaries to, purchase, hold purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stockcapital stock, evidence evidences of Indebtedness (except as permitted in Section 7.1) indebtedness or other securities (including any option, warrant, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute constituting a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments equity investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employeesPerson so long as, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil after giving effect thereto and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9any financing thereof, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time ofhave occurred and be continuing (including, or immediately followingon a pro forma basis, the making of such Investment pursuant to Section 6.01) and (ii) such Investment is over 70% of the revenues of the Parent and its Subsidiaries taken as a whole shall not derive from businesses that are substantially different from those engaged in on the Effective Date; (b) loans or advances made to the Parent or any Subsidiary so long as, in each case, after giving effect thereto and any financing thereof, no Default or Event of Default shall have occurred and be continuing (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) including, on a later date than pro forma basis, pursuant to Section 6.01); (c) investments in Cash Equivalents; (d) loans or advances made by the date set forth Parent or any Subsidiary to their respective employees in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryconnection with employment-related matters; and (ke) other Investments which in the aggregate do Guarantees constituting Indebtedness not exceed the Threshold Amount in any Fiscal Yearprohibited by Section 6.02.

Investments, Loans. The No Borrower will notshall, and will not nor shall it permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant other Loan Party to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest inexist, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of Investment except the foregoing being collectively called “Investments”), exceptfollowing: (a) Investments (contributions by any Loan Party to any other than Permitted Investments) existing on Loan Party, so long as the date hereof recipient of any such capital contribution has guaranteed the Obligations and set forth on Schedule 7.4 (including Investments in Subsidiaries)such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property; (b) Permitted InvestmentsInvestments constituting debt permitted by Section 13.1; (c) contingent liabilities constituting debt permitted by Section 13.1 or Permitted Liens; (d) Cash Equivalent Investments; (e) subject to Section 12.10, bank deposits in the ordinary course of business permitted by this Agreement; (f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the form bankruptcy or insolvency of such account debtors; (g) accounts receivable created, acquired or made and trade credit to customers of a Loan Party arising extended in each case in the ordinary course of business and represented payable or dischargeable in accordance with customary trade terms; (h) Investments existing as of the Closing Date and set forth in Schedule 13.6 provided that the amount of such Investment is not increased after the Closing Date except in accordance with this Section 13.6; (i) loans to officers and employees in an aggregate principal amount not to exceed $500,000 at any time outstanding, so long as the proceeds of such loans (a) constitute travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, or (b) are used by accounts from such customers officers and accounts receivable arising employees to purchase equity interests in a Borrower; (j) sales on open account in the ordinary course of business; (dk) creation intercompany loans or intercompany Investments made by a Borrower into or for the benefit of any additional Subsidiaries domiciled another Borrower; provided, however, that intercompany loans made by all US Borrowers to the Canadian Borrower will be limited to $12,000,000 in the U.S. and Unrestricted Subsidiaries in compliance with this Agreementaggregate at all times less the outstanding amount of all Canadian Revolving Loans; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fl) Investments made by the any Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Foreign Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at before and after giving effect to such Investment; (ii) the time of, or immediately following, the making amount of such Investment shall not exceed $1,000,000 in the aggregate; (iii) no more than one (1) Investment may be made in each calendar quarter; and (iiiv) each such Investment shall be returned to the applicable Borrower within sixty (60) days of the date each such Investment is made made; (xm) within five Investments in respect of Hedging Agreements provided that such transaction is entered into for risk management purposes and not for speculative purposes; (5n) Business Days following Borrower’s receipt repurchase of such cash proceeds or (y) on a later date than the date set forth Capital Securities in the preceding clause (x) and such cash proceeds are Manitex International held by Borrower employees in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which amounts necessary to pay applicable withholding taxes not to exceed $250,000 in the aggregate do not exceed the Threshold Amount in any Fiscal Year.; and

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that (i) Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (other than Excluded Subsidiaries) pursuant to this clause (e) shall not exceed in the aggregate at any time outstanding the greater of $7,000,000 and, if the Lease-Adjusted Leverage Ratio (calculated on a pro forma basis giving effect to such Investment) is less than or equal to 5.00:1.00 at the time such Investment is made, 20.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) Investments by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries in or to, and Guarantees by the Loan Parties or Subsidiaries that are not Excluded Subsidiaries of Indebtedness of, Excluded Subsidiaries shall not be permitted under this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Permitted Acquisitions, (y) so long as no Event of Default then exists or would result therefrom, Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that (i) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that do not become owned by Loan Parties shall not exceed $3,000,000 at any time outstanding and (ii) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Excluded Subsidiaries (determined at the time of such Permitted Acquisition) and Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $70,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Available Amount; provided, that, (i) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) entities that do not become, or assets that do not become owned by, Loan Parties or Excluded Subsidiaries and (y) entities that become, or assets that become owned by, Loan Parties or Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to such entities that do not become, and assets that do not become owned by, Loan Parties or Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent, (ii) in the event of a Permitted Acquisition consisting of the purchase or acquisition of both (x) Excluded Subsidiaries or assets that become owned by Excluded Subsidiaries and (y) entities that do not become, or assets that do not become owned by, Excluded Subsidiaries, the aggregate amount of Acquisition Consideration attributable to the Excluded Subsidiaries for purposes of this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent and (iii) the amount of Investments made (or Acquisition Consideration payable) under this Section 7.4(h) in connection with a Permitted Acquisition of an Excluded Subsidiary shall be determined without duplication of any Indebtedness incurred or assumed under Section 7.1(h) in connection therewith to the extent such Indebtedness is included in the determination of Acquisition Consideration for such Permitted Acquisition; (i) Investments in joint ventures with a joint venture partner that is reasonably acceptable to the Administrative Agent (it being understood and agreed that the potential joint venture partner identified to the Administrative Agent on or prior to the Closing Date is reasonably acceptable to the Administrative Agent and the Lenders); provided that (A) the aggregate amount of Investments made pursuant to this clause (i) shall not exceed $11,000,000 at any time outstanding, (ii) the Capital Stock of the joint venture entities (the “JV entities”) that is owned or held by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases shall be directly owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual shall be pledged as Collateral pursuant to the Collateral Documents, (iii) the documentation and customary in other arrangements of such joint ventures shall be reasonably acceptable to the oil and gas exploration and production business located within the geographic boundaries of the United States of America; Administrative Agent (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately followingsuch reasonably acceptable documents, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.“JV Documents”),

Investments, Loans. The Holdings and the Borrower will shall not, and will shall not permit any of its their respective Subsidiaries to, purchasedirectly or indirectly, hold purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergeror entity) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) loan or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest inin or make any other investment in (including capital contributions in or to), any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary, or enter into any other arrangement pursuant to which any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any of its assets, business or property to any Subsidiary that is not a Loan Party (all of the foregoing being collectively called “Investments”) (provided that, for the avoidance of doubt, in no event shall guarantees of risk based capital that are customary in the insurance business be deemed to be “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 7.4(a) attached hereto (including including, without limitation, Investments in Subsidiaries); (b) Permitted Investments; (c) Guarantees by Holdings of any Indebtedness of the Borrower or guarantees by Holdings or the Borrower of any Indebtedness of any Subsidiary Loan Party or guarantees by any Subsidiary Loan Party of any Indebtedness of the Borrower or any other Subsidiary Loan Party; (d) Investments made by Holdings in or to the Borrower or by Holdings or the Borrower in or to any Subsidiary Loan Party and by any Subsidiary Loan Party in or to the Borrower or in or to another Subsidiary Loan Party; (e) [reserved]; (f) Hedging Transactions permitted by Section 7.10; (g) Investments made by any Loan Party in any U.S. Insurance Subsidiary so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the form case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable; (h) [reserved]; (i) Investments consisting of (i) pledges, advance deposits and prepaid expenses or royalties and (ii) extensions of credit to the customers of the Borrower or of any of its Subsidiaries in the nature of accounts receivable, prepaid royalties or notes receivable, arising from the grant of trade credit to customers or business of a Loan Party arising the Borrower or such Subsidiary, in each case, in this clause (i), in the ordinary course of business business; (j) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions (including, without limitation, lease, utility, workers’ compensation and represented by accounts from such other similar deposits) in the ordinary course of business; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and accounts receivable in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (dl) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments Advances, or indebtedness arising from cash management, tax and/or accounting operations made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstandingbusiness; (hm) Hedging Transactions permitted by Section 7.10[reserved]; (in) other Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned made by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), RRC so long as (i) no Default or Event of Default shall exist has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the case of Section 6.4 and Fiscal Quarter-end, in the case of Section 6.5, as applicable; provided, that the aggregate amount of all such Investments shall not exceed $150,000,000 at any time outstanding; (o) [reserved]; (p) so long as no Default or immediately following, Event of Default has occurred or is continuing or would result from the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (whichthereof, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed $50,000,000 during the Threshold Amount term of this Agreement; (q) other Investments to purchase or acquire the Capital Stock of any Insurance Subsidiary, in each case, solely to the extent made substantially concurrently with, and from, the net proceeds actually received by Holdings from any capital contributions to, or the sale or issuance of Qualified Capital Stock of Holdings (other than (A) Disqualified Capital Stock and (B) Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from, or Guaranteed by, the Borrower or any Subsidiary, unless such loans have been repaid with cash on or prior to the date of determination); provided that any such Investment shall only be permitted to the extent that (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of and immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal YearMonth-end, in the case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable; and (r) Investments by any Insurance Subsidiary in connection with Permitted Reinsurance Activities that are customary in the industry; and (s) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable, Investments in, or in connection with, any structured tax credit equity and/or opportunity zone fund(s) (or similar tax investment vehicle) (including, for the avoidance of doubt, Investments under the Cabretta Agreement on and after the Closing Date and the purchase or acquisition of any net operating loss), which Investments under this clause (s) in the aggregate do not exceed $10,000,000 during the term of this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested). Notwithstanding anything to the contrary in the foregoing, no Loan Party shall, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) to any Subsidiary that is not a Loan Party any Intellectual Property that is material to the business of the Loan Parties, individually or in the aggregate.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.17.1 (other than APC Non-Recourse Indebtedness and Indebtedness permitted pursuant to Section 7.1(v)); provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $20,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $2,500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by loans to Associated Practices pursuant to any Associated Practice Documents; (h) the Borrower and its Subsidiaries AP-AMH Loan Documents; (i) Permitted Acquisitions; (j) Future Approved Entity Investments in ownership interests in additional Oil and Gas Properties located within an aggregate amount not to exceed $150,000,000 so long as (i) the geographic boundaries Approved Entity substantially concurrently uses all of the United States proceeds of America the Future Approved Entity Investment to acquire Capital Stock in or all or substantially all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets of APC or such other Material Associated Practice, (ii) the Administrative Agent receives collateral security in respect of such Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt, a Collateral Assignment and designation as an “additional secured party”) to the acquisition AP-AMH Loan, (iii) before and after giving effect to any such Future Approved Entity Investment, no Default or Event of 100% Default has occurred and is continuing and (iv) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the date of the Capital Stock consummation of such Future Approved Entity Investment demonstrating that on a Person owning Pro Forma Basis after giving effect to any such assetsFuture Approved Entity Investment, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Future Approved Entity Investment had occurred; (k) Investments from the Borrower to AP-AMH to fund loans or capital contributions by AP-AMH to APC pursuant to Section 1.2(c) of the APC Shareholder Agreement so long as the aggregate amount funded does not exceed $15,000,000 at any time outstanding; provided that, notwithstanding the foregoing cap, additional Investments may be made under this clause (k) so long (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) related the Borrower has delivered to oil and gas mineral interests and leases owned the Administrative Agent a pro forma Compliance Certificate signed by a Loan Party or a Person Responsible Officer demonstrating that will become a Loan Party upon acquisition of such Person by a Loan Partythe Consolidated Total Net Leverage Ratio is less than 2.00:1.00, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries measuring Consolidated Total Net Debt for purposes thereof as of the United States date of Americaany such Investment and otherwise recomputing such calculation of the Consolidated Total Net Leverage Ratio in accordance with Section 6.1 as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had occurred; (jl) Investments by the Borrower (x) any Loan Party in or to one or more Associated Practices and its Subsidiaries (y) an Associated Practice in Unrestricted Subsidiaries funded entirely by cash proceeds from or to one or more other Associated Practices in an issuance aggregate amount (collectively between clauses (x) and (y)) not to exceed $40,000,000 (exclusive of Capital Stock of the Borrower after November 9, 2018 (excluding other Investments permitted in this Section 7.4) at any cash capital contributions received for purposes of exercising the Cure Right), time outstanding so long as (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower shall exist have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the time of, or immediately followingdate of the consummation of such Investment demonstrating that on a Pro Forma Basis after giving effect to any such Investment, the making Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Investment and (iiotherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment is made (x) within five (5) Business Days following Borrower’s receipt had occurred); provided, that, to the extent the proceeds of such cash proceeds or (y) on a later date than the date set forth in the preceding an Investment permitted pursuant to clause (x) and immediately above are used substantially concurrently to make an Investment under clause (y) immediately above, such cash proceeds are held by Borrower in Investments will be deemed to be a segregated deposit account single Investment for purposes of the $40,000,000 limitation under this clause (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.l);

Investments, Loans. Advances, Guarantees and Acquisitions --------------------------------------------------------- The Borrower will not, and will not permit any of its the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stockcapital stock, evidence evidences of Indebtedness (except as permitted in Section 7.1) indebtedness or other securities (including any option, warrant, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee make or permit to exist any Guarantees of any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactionstransactions (including pursuant to any merger)) any assets of any other Person that constitute constituting a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investmentsinvestments existing on the Agreement Date and set forth in Schedule 4.12; (c) Investments Hedging Agreements permitted by Section 7.6, repurchase agreements and reverse repurchase agreements permitted by Section 7.12, mergers permitted by Section 7.3(a)(i) and acquisitions permitted by Section 7.3(a)(iii); (d) intercompany receivables in respect of Tax obligations arising in accordance with the Tax Sharing Agreement; (e) investments not otherwise permitted by this Section 7.4 made by the Borrower or any Subsidiary in the form Equity Interests of trade credit any of its Affiliates, loans or advances made by the Borrower or any Subsidiary to customers any of a Loan Party arising its Affiliates, acquisitions made by the Borrower or any Subsidiary from any of its Affiliates and Guarantees by the Borrower or any Subsidiary of the obligations of any of its Affiliates (including Guarantees permitted by Section 7.1), provided that, immediately before and after any time when the aggregate amount of (i) all such investments in the ordinary course Equity Interests of business Affiliates (other than the Borrower and represented by accounts the Subsidiaries), (ii) all such loans and advances to such Affiliates (other than the Borrower and the Subsidiaries), (iii) all acquisitions from such customers Affiliates (other than the Borrower and the Subsidiaries) and (iv) all such Guarantees of obligations of such Affiliates (other than the Borrower and the Subsidiaries), in each case permitted by this clause (e), exceeds, without duplication, [ ]* at any time outstanding [ ]* (f) investments comprised of notes payable and stock or other securities issued by account debtors pursuant to negotiated agreements with respect to the settlement of accounts receivable arising in the ordinary course of business; (dg) creation of any additional Subsidiaries domiciled other investments in debt and equity securities acquired in the U.S. and Unrestricted Subsidiaries in compliance with this Agreementordinary course of business; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (gh) loans or and advances to employees, officers or directors of the Borrower or any of its Subsidiaries employees in the ordinary course of business for travel, relocation and related expensesconsistent with past practice; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10;and (i) Investments Indebtedness permitted by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines Section 7.1 and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal YearSpecial Broker-Dealer Obligations.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries that are Loan Parties); (b) Permitted InvestmentsInvestments in cash and Cash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary (other than the PBM Strategic Joint Venture) and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary (other than the PBM Strategic Joint Venture); provided, that (i) in the case of any Investment in the form of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, such Indebtedness (and any related Guarantee provided by any Loan Party) shall be subordinated to the Obligations on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (ii) the aggregate principal amount of all Investments made by a Loan Party to a Subsidiary that is not a Loan Party shall not exceed the greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets (net of cash actually received by the Borrower or any such Subsidiary in respect of any such Investments and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith); (ge) Investments in the PBM Strategic Joint Venture; (f) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, entertainment, relocation and related expenses; provided that the aggregate amount of all such loans and advances does shall not exceed the Threshold Amount $2,000,000 at any time outstanding; (hg) Hedging Transactions permitted not prohibited by Section 7.10; (h) Permitted Acquisitions; (i) Investments by received in satisfaction or partial satisfaction from financially troubled debtors or in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) suppliers or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americacustomers; (j) Investments by consisting of deposits, expense prepayments, accounts receivable arising, trade debt granted and other credits extended to suppliers, distributors or marketers in the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by ordinary course of business; (k) Investments received as the non-cash proceeds from an issuance portion of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions consideration received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held dispositions not prohibited by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiarySection 7.6; and (kl) other Investments (other than Investments in any Subsidiary that is not a Loan Party) which in the aggregate do not exceed the Threshold Amount greater of (i) $10,000,000 and (ii) 1.00% of Consolidated Total Assets in any Fiscal YearYear and, in any case, not in excess of $30,000,000 in the aggregate over the term of this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of such Investment when made, purchased or acquired, net of any amount representing return of (but not return on) such Investment and without regard to any forgiveness of Indebtedness.

Investments, Loans. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Borrowers and its their Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower Borrowers in or to any Subsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11) and by any Subsidiary Loan Party to the any Borrower or in or to another SubsidiarySubsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11); (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties, including Guarantees of Indebtedness of such Subsidiaries but excluding the Taiwanese Disposition, which do not exceed $5,000,000 at any time outstanding; (f) the Taiwanese Disposition so long as the aggregate fair market value of all such assets transferred does not exceed $7,000,000; (g) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any Joint Ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $10,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower Representative and its Subsidiaries; provided that, for purposes of determining compliance with this Section 7.4(g), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VI, such Investments shall be valued at the actual amount of cash invested; (h) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (i) loans or advances to employees, officers or directors of the Borrower Borrowers or any of its their Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hj) Hedging Transactions permitted by Section 7.10; (ik) Permitted Acquisitions; (l) Investments constituting Indebtedness permitted by Section 7.1; (m) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Borrower Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and its Subsidiaries were in existence as of the date of consummation of such Acquisition; (n) (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries extensions of trade credit (other than to Affiliates of the United States Borrowers) arising or acquired in the ordinary course of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or business and (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition Investments received in settlements in the ordinary course of business of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area extensions of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americatrade credit; (jo) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods in the ordinary course of business consistent with past practices; (p) other Investments by which in the Borrower and its Subsidiaries aggregate do not exceed $1,000,000 in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of any Fiscal Year; (q) the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), German Acquisition so long as (i) no Default or Event of Default Default, on a Pro Forma Basis, shall exist have occurred and be continuing at the time of, or immediately following, the making of such Investment and Acquisition, (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended total consideration for such InvestmentsAcquisition shall not exceed $2,500,000, and (iii) until such Acquisition shall be consummated on substantially the date invested same terms as disclosed to the Administrative Agent prior to the Closing Date or on such other terms as the Administrative Agent may approve (such approval not to be unreasonably withheld, conditioned or delayed) , in an Unrestricted Subsidiaryeach case as certified to the Administrative Agent and Lenders by the Borrower Representative; and (kr) other Investments which in solely from the aggregate do not exceed the Threshold Amount in any Fiscal Yearproceeds of sales of assets permitted under Section 7.6(g).

Investments, Loans. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Borrowers and its their Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fd) Investments made by the Borrower Borrowers in or to any Subsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11) and by any Subsidiary Loan Party to the any Borrower or in or to another SubsidiarySubsidiary Loan Party (or any Subsidiary that will substantially concurrently with such Investment become a Subsidiary Loan Party in accordance with Section 5.11); (e) Investments by Loan Parties in wholly owned Subsidiaries (other than as a result of directors’ qualifying shares required by applicable law) that are not Loan Parties, including Guarantees of Indebtedness of such Subsidiaries but excluding the Taiwanese Disposition, which do not exceed $5,000,000 at any time outstanding; (f) the Taiwanese Disposition so long as the aggregate fair market value of all such assets transferred does not exceed $7,000,000; (g) Cash Investments made by the any Loan Party in or to any non-wholly owned Subsidiary (excluding any Subsidiary that is non-wholly owned solely as a result of directors’ qualifying shares required by applicable law) or joint venture, including Guarantees of Indebtedness of such Subsidiaries and any Joint Ventures; provided that the aggregate amount of such Investments by the Loan Parties shall not exceed the greater of (i) $10,000,000 or (ii) 10% of the Consolidated Net Worth of the Borrower Representative and its Subsidiaries; provided that, for purposes of determining compliance with this Section 7.4(g), such Investments shall be valued at the actual amount of cash invested (less the amount of any cash dividends or distributions received by any Loan Party from such non-wholly owned Subsidiary) and for purposes of determining compliance with Article VI, such Investments shall be valued at the actual amount of cash invested; (h) Investments made by any Subsidiary which is not a Loan Party in or to another Subsidiary which is not a Loan Party; (i) loans or advances to employees, officers or directors of the Borrower Borrowers or any of its their Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hj) Hedging Transactions permitted by Section 7.10; (ik) Permitted Acquisitions; (l) Investments constituting Indebtedness permitted by Section 7.1; (m) Investments held by a Person acquired in a Permitted Acquisition or an Acquisition that is approved by the Borrower Required Lenders to the extent that such Investments were not made in connection with or contemplation of such Acquisition and its Subsidiaries were in existence as of the date of consummation of such Acquisition; (n) (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries extensions of trade credit (other than to Affiliates of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assetsBorrowers) arising or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary acquired in the oil and gas exploration and production ordinary course of business located within the geographic boundaries of the United States of America; (j) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt Investments received in settlements in the ordinary course of business of such cash proceeds or extensions of trade credit; (yo) on a later date than the date set forth extensions of credit in the preceding clause (x) and such cash proceeds are held by Borrower nature of accounts receivable or notes receivable arising from the sale or lease of goods in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness consistent with past practices; (kp) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year; (q) [reserved]; and (r) Investments solely from the proceeds of sales of assets permitted under Section 7.6(g).

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 of the Disclosure Letter (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,000,000.00 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000.00 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (kh) Investments in Persons that are not Subsidiaries which in the aggregate do not exceed $4,000,000 at any time; and (i) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000.00 in any Fiscal Year.

Investments, Loans. The Borrower Parent will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to before such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations Indebtedness of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any all or substantially all of the assets of any other Person that constitute or a division or a business unitunit of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Parent and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower Parent in or to any Subsidiary and by any Subsidiary to the Borrower Parent or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Restatement Effective Date) shall not exceed $2,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower Parent or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $250,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (g) Permitted Acquisitions; and (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries as a result of the United States receipt of America (includingnon-cash consideration from a sale, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets transfer or other similar arrangements disposition of any assets in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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;compliance with Section 7.6; and (j) other Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as as: (i) At the time of such Investment and immediately after giving effect thereto, no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryexist; and (kii) other Investments which in Either: (A) Availability immediately before and after giving effect to such Investment shall equal or exceed an amount equal to 20.00% of the aggregate do not Aggregate Revolving Commitment Amount; or (B) Both (1) Availability immediately before and after giving effect to such Investment shall equal or exceed an amount equal to 15.00% of the Threshold Aggregate Revolving Commitment Amount in any and (B) the Fixed Charge Coverage Ratio (calculated on a pro forma basis as of the end of most recent 12 Fiscal YearMonth period ended at least 30 days before the date of such Investment by giving effect to such Investment as if it occurred on the first day of such period) shall equal or exceed 1.00 to 1.00.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary unit (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $500,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $250,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaClosing Date Acquisition; (jh) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year.Fiscal

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries that are Loan Parties); (b) Permitted InvestmentsInvestments in cash and Cash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary (other than the PBM Strategic Joint Venture) and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary (other than the PBM Strategic Joint Venture); provided, that (i) in the case of any Investment in the form of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, such Indebtedness (and any related Guarantee provided by any Loan Party) shall be subordinated to the Obligations on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (ii) the aggregate principal amount of all Investments made by a Loan Party to a Subsidiary that is not a Loan Party shall not exceed the greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets (net of cash actually received by the Borrower or any such Subsidiary in respect of any such Investments and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith); (ge) Investments in the PBM Strategic Joint Venture; (f) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, entertainment, relocation and related expenses; provided that the aggregate amount of all such loans and advances does shall not exceed the Threshold Amount $2,000,000 at any time outstanding; (hg) Hedging Transactions permitted not prohibited by Section 7.10; (h) [Reserved]; (i) Investments by received in satisfaction or partial satisfaction from financially troubled debtors or in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) suppliers or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americacustomers; (j) Investments by consisting of deposits, expense prepayments, accounts receivable arising, trade debt granted and other credits extended to suppliers, distributors or marketers in the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by ordinary course of business; (k) Investments received as the non-cash proceeds from an issuance portion of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions consideration received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held dispositions not prohibited by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiarySection 7.6; and (kl) other Investments (other than Investments in any Subsidiary that is not a Loan Party) which do not exceed $8,000,000 in the aggregate do over the term of this Agreement. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of such Investment when made, purchased or acquired, net of any amount representing return of (but not exceed the Threshold Amount in return on) such Investment and without regard to any Fiscal Yearforgiveness of Indebtedness.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary unit (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Cash Equivalents and Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted InvestmentsInvestments and Cash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $500,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $250,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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[reserved]; (jh) Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPermitted Acquisitions; and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $1,500,000 in any Fiscal Year.Fiscal

Investments, Loans. The Borrower will notNo Loan Party will, and no Loan Party will not permit any of its Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other similar right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 9.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Loan Parties and its their Subsidiaries constituting Indebtedness permitted by Section 7.19.1 (other than by reference to Section 9.1(l)); (fd) Investments made by the Borrower Loan Parties in or to any Subsidiary other Loan Party and by any Subsidiary to the Borrower or that is not a Loan Party in or to a Loan Party or another Subsidiary; provided that any Investment constituting Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party must be permitted by Section 9.1 (other than by reference to Section 9.1(l)); (ge) loans or advances to employees, officers or directors of the Borrower Loan Parties or any of its the Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate principal amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.109.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil the Closing Date Initial Acquisitions on the Closing Date and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farmthe Post-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right)Closing Initial Acquisitions, so long as any such Post-Closing Initial Acquisition is consummated within 45 days of the Closing Date (ior if such day is not a Business Day, the next succeeding Business Day) and at a time when no Default or Event of Default shall exist at exists; (h) Permitted Acquisitions; (i) loans made to, and Guarantees of loans made by other creditors to, general managers of automobile dealerships in the time of, ordinary course of business and which loans (i) finance the acquisition by such general manager of Equity Interests in the dealership entity for which he or immediately following, the making of such Investment she is general manager and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt do not exceed an aggregate principal amount outstanding of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary$5,000,000 at any time; and (kj) other Investments which in the aggregate do not exceed the Threshold Amount $2,500,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 of the Disclosure Letter (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $5,000,000.00 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000.00 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaPermitted Acquisitions; (jh) Investments by the Borrower and its in Persons that are not Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth which in the preceding clause (x) aggregate do not exceed $20,000,000.00 at any time, provided, however, that all Investments made on or before October 6, 2023 and such cash proceeds disclosed to Lender in writing, up to a maximum of $4,300,000.00, shall be excluded from the calculation of aggregate Investments in Persons that are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarynot Subsidiaries under this subsection 7.4(h); and (ki) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000.00 in any Fiscal Year.

Investments, Loans. The Neither the Parent nor the Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, acquire by purchase, hold or acquire (including pursuant to any merger with otherwise, all or substantially all of the business, property or fixed assets of any Person that was not a wholly owned Subsidiary prior to such merger) or any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) Property or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofreal estate, make or permit to exist any loans, advances or capital contributions to, or make any Investments in (including without limitation, loans or and advances to, Guarantee any obligations of, or make or permit to exist any investment or any and other interest Investments in, any other PersonSubsidiaries), or purchase or otherwise acquire commit to purchase any evidences of Indebtedness of, stock or other securities, partnership interests, member interests or other interests in any Person, except the following (in one transaction or a series of transactions) any assets of any other Person provided that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:after giving effect thereto there shall exist no Default): (a) Investments (other than Permitted Liquid Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and represented by accounts from such customers are payable in accordance with customary trade terms, and accounts receivable arising other assets owned in the ordinary course of businessowning the Properties and operating the business of the Borrower and its Subsidiaries; (dc) creation of any additional Subsidiaries domiciled a Property (or a Person that owns a Property) or make a Joint Venture Investment in the U.S. and Unrestricted Subsidiaries connection therewith; provided that such Investments in compliance Properties (or a Person that owns a Property) or Joint Venture Investments in connection therewith (other than in connection with this Agreement; (e) Guarantees Properties owned by the Borrower and its Subsidiaries constituting Indebtedness as of the Closing Date and sold or disposed to a newly formed Subsidiary or Joint Venture) shall not exceed in the aggregate 30% of the Consolidated Total Book Value; (d) Investments in Subsidiaries, including Investments that are used by such Subsidiaries to make Investments permitted by under this Section 7.16.07; (e) Capital Expenditures in Properties; and (f) any other Investments made not covered by the Borrower in or to any Subsidiary preceding paragraphs of this Section 6.07 and not otherwise prohibited by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employeesthis Agreement, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does Investments made pursuant to this clause (f) shall not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.0.5

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one (1) transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (kh) other Investments which in the aggregate do not exceed the Threshold Amount $5,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person, or any assets of any other Person that constitute a business unitunit or division of such Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 (including Investments in Subsidiaries)7.4; (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in paragraph (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary Loan Party and by any Subsidiary to the Borrower or in or to another Subsidiaryany Loan Party; (ge) loans or Loans and advances to employees(i) employees for business related travel expenses, officers or directors of the Borrower or any of its Subsidiaries moving expenses and commission advances, in each case incurred in the ordinary course of business for travelbusiness, relocation and (ii) Affiliates and other related expensesparties; provided that the aggregate unpaid principal amount of all such loans and advances does described in this clause (ii) shall not exceed the Threshold Amount $1,000,000 at any time outstandingtime; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments consisting of operating deposit accounts with banks and endorsement of negotiable instruments for deposit or collection, in each case in the ordinary course of business; (h) Investments acquired by the Borrower and its Subsidiaries any Loan Party or any Subsidiary (i) in ownership interests exchange for any other investment held by such Loan Party or such Subsidiary in additional Oil and Gas Properties located within the geographic boundaries connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the United States issuer of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) other investment or (ii) related to oil and gas mineral interests and leases owned as a result of a foreclosure by a any Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets any Subsidiary with respect to any secured investment or other similar arrangements transfer of title with respect to any secured investment in each case, which are related or ancillary to Oil and Gas Properties owned default; (i) Investments made by the Loan Parties and which are usual and customary Insurance Subsidiaries in the oil and gas exploration and production ordinary course of business located within that are consistent with the geographic boundaries respective investment policies of each such Insurance Subsidiary in effect on the United States of AmericaClosing Date, as such policy may be amended or modified from time to time by board (or equivalent) approval; (j) Investments in affiliated captive insurance companies to be reviewed and approved by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance Administrative Agent, such approval not to be unreasonably withheld; provided that, notwithstanding any other provision of Capital Stock this Agreement, the sum of the Borrower after November 9aggregate amount invested in captive insurance companies by all Loan Parties, 2018 plus the aggregate amount of the commitments of all Loan Parties to invest in captive insurance companies, shall not exceed $1,000,000; (excluding any cash k) Investments in Insurance Subsidiaries to provide capital contributions received support for purposes of exercising the Cure Right), so long as such Insurance Subsidiaries; provided that (i) no Default or Event of Default shall exist at the time of, then exists or immediately following, the making of such Investment would result therefrom and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt the Borrower shall be in compliance with each of such cash proceeds or (y) on a later date than the date covenants set forth in Article VI, recomputed on a pro forma basis as of the preceding most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to this Agreement as if such Investments had LEGAL02/42400466v16 been made on the first day of the relevant period for testing compliance (and the Borrower shall have delivered to the Administrative Agent a Compliance Certificate evidencing such compliance and certifying as to the other matters in clauses (i) and (ii) of this clause (xk)); (l) Permitted Acquisitions; (m) the acquisition of warrants of a managing general underwriter by any Loan Party or any Subsidiary that enters into a business agreement with such managing general underwriter in the ordinary course of business and such cash proceeds are held by Borrower consistent with past practices in a segregated deposit account (which, for order to permit the avoidance of doubt only contains contracting Loan Party or Subsidiary to share in the cash capital contributions intended upside potential for such Investments) until the date invested in an Unrestricted Subsidiarymanaging general underwriter; provided that no cash or cash equivalents shall be permitted to be paid by any Loan Party or Subsidiary as consideration for such warrants; and (kn) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested). Notwithstanding anything to the contrary set forth in this Agreement, in no event shall any Loan Party make any Investment which results in or facilitates in any manner any Material Intellectual Property owned by such Loan Party being contributed or otherwise transferred by such Loan Party to any non-Loan Party.

Investments, Loans. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Date and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries of the Borrower)(but, for the avoidance of doubt, such Investments may not be increased unless otherwise permitted pursuant to this Section 7.4); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary of the Borrower and by any Subsidiary of the Borrower to the Borrower or in or to another SubsidiarySubsidiary of the Borrower; provided that the aggregate amount of Investments by the Borrower Loan Parties in or to, and Guarantees by the Borrower Loan Parties of Indebtedness of, any Subsidiary of the Borrower that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $2,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (g) the Closing Date Acquisition; (h) Permitted Acquisitions; (i) Investments (including debt obligations) received by the Borrower and or its Subsidiaries (i) in ownership interests connection with the bankruptcy or reorganization of customers or suppliers and in additional Oil settlement of delinquent obligations of, and Gas Properties located within other disputes with, customers or suppliers arising in the geographic boundaries ordinary course of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaBorrower’s business; (j) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers of the Borrower or its Subsidiaries who are not Affiliates, in the ordinary course of business; (k) Investments arising directly out of the receipt by the Borrower and or any of its Subsidiaries of non-cash consideration from any sales of assets permitted pursuant to Section 7.6; (l) Joint ventures or strategic alliances between the Borrower or its Subsidiaries, on the one hand, and a Person who is not an Affiliate of the Borrower, on the other hand, in Unrestricted the ordinary course of the Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by the Borrower Loan Parties do not exceed $750,000 in the aggregate in any Fiscal Year; (m) Investments by the Borrower or its Subsidiaries funded entirely by cash proceeds from an issuance constituting deposits made in connection with the purchase of Capital Stock goods or services in the ordinary course of business; and (n) other Investments of the Borrower or its Subsidiaries not described above provided that both at the time of and immediately after November 9, 2018 (excluding giving effect to any cash capital contributions received for purposes of exercising the Cure Right), so long as such Investment (i) no Default or Event of Default shall exist at the time of, have occurred and be continuing or immediately following, shall result from the making of such Investment and (ii) the aggregate amount of all such Investments under this clause (m) shall not exceed $250,000 at any time outstanding. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment is made (x) within five (5) Business Days following Borrower’s receipt when made, purchased or acquired less any amount realized in respect of such cash proceeds Investment upon the sale, collection or return of capital (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not to exceed the Threshold Amount in any Fiscal Yearoriginal amount invested).

Investments, Loans. The Neither the Parent nor the Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, acquire by purchase, hold or acquire (including pursuant to any merger with otherwise, all or substantially all of the business, property or fixed assets of any Person that was not a wholly owned Subsidiary prior to such merger) or any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) Property or other securities (including any option, warrant, or other right to acquire any of the foregoing) ofreal estate, make or permit to exist any loans, advances or capital contributions to, or make any Investments in (including without limitation, loans or and advances to, Guarantee any obligations of, or make or permit to exist any investment or any and other interest Investments in, any other PersonSubsidiaries), or purchase or otherwise acquire commit to purchase any evidences of Indebtedness of, stock or other securities, partnership interests, member interests or other interests in any Person, except the following (in one transaction or a series of transactions) any assets of any other Person provided that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: after giving effect thereto there shall exist no Default): (a) Investments (other than Permitted Liquid Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); ; (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and represented by accounts from such customers are payable in accordance with customary trade terms, and accounts receivable arising other assets owned in the ordinary course of business; owning the Properties and operating the business of the Borrower and its Subsidiaries; (dc) creation of any additional Subsidiaries domiciled a Property (or a Person that owns a Property) or make a Joint Venture Investment in the U.S. and Unrestricted Subsidiaries connection therewith; provided that such Investments in compliance Properties (or a Person that owns a Property) or Joint Venture Investments in connection therewith (other than in connection with this Agreement; (e) Guarantees Properties owned by the Borrower and its Subsidiaries constituting Indebtedness as of the Closing Date and sold or disposed to a newly formed Subsidiary or Joint Venture) shall not exceed in the aggregate 30% of the Consolidated Total Book Value; (d) Investments in Subsidiaries, including Investments that are used by such Subsidiaries to make Investments permitted by under this Section 7.1; 6.07; (e) Capital Expenditures in Properties; and (f) any other Investments made not covered by the Borrower in or to any Subsidiary preceding paragraphs of this Section 6.07 and not otherwise prohibited by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employeesthis Agreement, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does Investments made pursuant to this clause (f) shall not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.0.5

Investments, Loans. The Holdings and the Borrower will shall not, and will shall not permit any of its their respective Subsidiaries to, purchasedirectly or indirectly, hold purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such mergeror entity) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) loan or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest inin or make any other investment in (including capital contributions in or to), any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary, or enter into any other arrangement pursuant to which any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of any of its assets, business or property to any Subsidiary that is not a Loan Party (all of the foregoing being collectively called “Investments”) (provided that, for the avoidance of doubt, in no event shall guarantees of risk based capital that are customary in the insurance business be deemed to be “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof Closing Second Amendment Effective Date and set forth on Schedule 7.4 7.4(a) attached hereto (including including, without limitation, Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in Guarantees by Holdings of any Indebtedness of the form Borrower or guarantees by Holdings or the Borrower of trade credit to customers any Indebtedness of a any Subsidiary Loan Party arising in or guarantees by any Subsidiary Loan Party of any Indebtedness of the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessBorrower or any other Subsidiary Loan Party; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (f) Investments made by Holdings in or to the Borrower or by Holdings or the Borrower in or to any Subsidiary Loan Party and by any Subsidiary Loan Party in or to the Borrower or in or to another SubsidiarySubsidiary Loan Party; (ge) loans or advances to employees[reserved]to the extent constituting Investments, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstandingarrangements permitted by Section 7.1(j); (hf) Hedging Transactions permitted by Section 7.10; (ig) other Investments made by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a any Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements any U.S. Insurance Subsidiary in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), U.S. Insurance Subsidiary so long as (i) no Default or Event of Default shall exist has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable; (h) [reserved]; (i) Investments consisting of (i) pledges, advance deposits and prepaid expenses or immediately following, the making of such Investment royalties and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt extensions of such cash proceeds credit to the customers of the Borrower or (y) on a later date than the date set forth of any of its Subsidiaries in the preceding nature of accounts receivable, prepaid royalties or notes receivable, arising from the grant of trade credit or business of the Borrower or such Subsidiary, in each case, in this clause (xi), in the ordinary course of business; (j) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions (including, without limitation, lease, utility, workers’ compensation and such cash proceeds are held by Borrower other similar deposits) in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; andbusiness; (k) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (l) Advances, or indebtedness arising from cash management, tax and/or accounting operations made in the ordinary course of business; (m) [reserved]; (n) other Investments made by a Loan Party to RRC so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the case of Section 6.4 and Fiscal Quarter-end, in the case of Section 6.5, as applicable; provided, that the aggregate amount of all such Investments shall not exceed $150,000,000 at any time outstanding; (o) [reserved]; (p) so long as no Default or Event of Default has occurred or is continuing or would result from the making thereof, other Investments which in the aggregate do not exceed $50,000,000 during the Threshold Amount term of this Agreement; (q) other Investments to purchase or acquire the Capital Stock of any Insurance Subsidiary, in each case, solely to the extent made substantially concurrently with, and from, the net proceeds actually received by Holdings from any capital contributions to, or the sale or issuance of Qualified Capital Stock of Holdings (other than (A) Disqualified Capital Stock and (B) Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from, or Guaranteed by, the Borrower or any Subsidiary, unless such loans have been repaid with cash on or prior to the date of determination); provided that any such Investment shall only be permitted to the extent that (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of and immediately after giving effect to such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal YearMonth-end, in the case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable; and (r) Investments by any Insurance Subsidiary in connection with Permitted Reinsurance Activities that are customary in the industry; and (s) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower is in pro forma compliance with each of the financial covenants set forth in Article VI at the time of, and immediately after giving effect to, such Investment, in each case, calculated on a pro forma basis as of the most recently ended Fiscal Month-end, in the case of Section 6.4, and Fiscal Quarter-end, in the case of Section 6.5, as applicable, Investments in, or in connection with, any structured tax credit equity and/or opportunity zone fund(s) (or similar tax investment vehicle) (including, for the avoidance of doubt, Investments under the Cabretta Agreements on and after the Closing Date and the purchase or acquisition of any net operating loss), which Investments under this clause (s) in the aggregate do not exceed $10,000,000 during the term of this Agreementat any time outstanding. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested). Notwithstanding anything to the contrary in the foregoing, no Loan Party shall, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) to any Subsidiary that is not a Loan Party any Intellectual Property that is material to the business of the Loan Parties, individually or in the aggregate.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries but excluding, for the avoidance of doubt, Investments in Spin-Off Subsidiaries from and after consummation of the Spin-Off Transaction); (b) Permitted Investments; (c) Permitted Alternative Investments; provided that the aggregate amount of all such Permitted Alternative Investments in held by the form of trade credit to customers of a Loan Party arising in the ordinary course of business Borrower and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessits Subsidiaries (other than any Insurance Subsidiary) does not exceed $20,000,000 at any time; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate outstanding amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, (x) Excluded Subsidiaries shall not exceed $25,000,000 in the aggregate and (y) any Subsidiaries that are not Subsidiary Loan Parties (other than Excluded Subsidiaries) (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $10,000,000 (in each case, excluding Investment permitted under the succeeding proviso); provided, further, (i) Guarantees of Indebtedness of Excluded Subsidiaries shall not be permitted except (x) Excluded Subsidiaries may Guarantee Indebtedness of other Excluded Subsidiaries and (y) the Borrower may Guarantee on an unsecured basis all Indebtedness of Excluded Subsidiaries permitted under Section 7.1(h) (and make payments thereunder), (ii) additional Investments in Excluded Subsidiaries pursuant to clause (h) below shall be permitted subject to the limitations set forth therein and (iii) in the case of Investments in Excluded Subsidiaries pursuant to this clause (e), at the time of and immediately after giving effect to any such Investment, (A) no Default or Event of Default shall exist and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period, calculated as if such Investment had been made as of the first day of the relevant period for testing compliance; (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $3,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) (x) Permitted Acquisitions, (y) Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the Borrower extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that the aggregate amount of Acquisition Consideration payable in connection with a Permitted Acquisition of an Excluded Subsidiary (determined at the time of such Permitted Acquisition) and its Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $150,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Acquisition Consideration Available Amount; provided, that, (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, in the event of a Permitted Acquisition consisting of the purchase or acquisition of 100% both Excluded Subsidiaries and entities that become or will become Subsidiary Loan Parties, the aggregate amount of Acquisition Consideration attributable to the Capital Stock Excluded Subsidiaries for purposes of a Person owning such assets) or this clause (h), shall be determined by the Borrower in good faith and be reasonably acceptable to the Administrative Agent and (ii) related the amount of Investments made (or Acquisition Consideration payable) under this Section 7.4(h) in connection with a Permitted Acquisition of an Excluded Subsidiary shall be determined without duplication of any Indebtedness incurred or assumed under Section 7.1(h) in connection therewith to oil the extent such Indebtedness is included in the determination of Acquisition Consideration for such Permitted Acquisition; (i) with respect to the Insurance Subsidiaries only, (A) commercial paper having, at the time of acquisition thereof, a short-term rating from S&P or Xxxxx’x of at least A-1/P-1; (B) certificates of deposit, bankers’ acceptances and gas mineral interests time deposits issued or guaranteed by or placed with, and leases owned by a Loan Party money market deposit accounts issued or a Person that will become a Loan Party upon acquisition of such Person by a Loan Partyoffered by, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets any commercial bank or other similar arrangements financial institution that has total assets of not less than $500,000,000 or the equivalent thereof at the time of acquisition thereof; (C) other securities, including, without limitation, corporate debt, having, at the time of acquisition thereof, a long-term rating from S&P or Xxxxx’x of at least A-/A3; and (D) mutual funds investing primarily in each case, which are related any one or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries more of the United States of Americaforegoing; (j) other Investments by that in the Borrower and its Subsidiaries aggregate do not exceed $10,000,000 in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds Fiscal Year or (yB) on a later date than $50,000,000 during the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance term of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarythis Agreement; and (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that the aggregate amount of Acquired Investments that would not otherwise be permitted as an Investment pursuant to clauses (a) through (i) of this Section 7.4 shall not exceed 10% of the book value of such Subsidiary Loan Party (and its Subsidiaries) that is acquired after the Closing Date or such Person (and its Subsidiaries) that is merged or consolidated with or into the Borrower or a Subsidiary Loan Party, as of the date of such acquisition, merger or consolidation. The amount of any Investment (other than Investments which made using the Acquisition Consideration Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the aggregate do not exceed value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the Threshold Amount amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Fiscal YearExcluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of any Loan Party.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: : (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries but excluding, for the avoidance of doubt, Investments in Pennant Subsidiaries from and after consummation of the Pennant Transaction); ; (b) Permitted Investments; ; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; Permitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; ; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (fe) of this Section; (e) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; ; provided that, with respect to any such 127 Investments that consist of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Excluded Subsidiaries or Subsidiaries that are not Loan Parties, if the Total Leverage Ratio for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (gb) (calculated on a pro forma basis as if such Investment (and any other Investments or Restricted Payments that occur subsequent to such four consecutive Fiscal Quarter period for which the pro forma financial effect of such events has been calculated under this Agreement) had been made on the first day of such four consecutive Fiscal Quarter period), exceeds 1.75:1.00 then, at the time of and immediately after giving effect to such Investment, the aggregate outstanding amount of Investments by the Loan Parties that were made by the Loan Parties at a time when the Total Leverage Ratio (calculated on a pro forma basis after giving effect to such Investments) is greater than 1.75:1.00 in or to, and Guarantees by the Loan Parties of Indebtedness of, (x) Excluded Subsidiaries (including all such Investments and Guarantees existing on the Closing Date) shall not exceed the greater of $70,000,000 and 40.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) and (y) Subsidiaries that are not Subsidiary Loan Parties (other than Excluded Subsidiaries) (including all such Investments and Guarantees existing on the Closing Date) shall not exceed at any time the sum of (A) the greater of $35,000,000 and 20.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) plus (B) the Available Amount, in each case, excluding Investments permitted under the succeeding proviso; provided, further, that (i) Guarantees of Indebtedness of Excluded Subsidiaries shall not be permitted except (x) Excluded Subsidiaries may Guarantee Indebtedness of other Excluded Subsidiaries and (y) Ensign may Guarantee on an unsecured basis all Indebtedness of Excluded Subsidiaries permitted under Section 7.1(h) (and make payments thereunder to the extent such payment is permitted as an Investment hereunder at such time), (ii) additional Investments in Excluded Subsidiaries pursuant to Section 7.1(h) below shall be permitted subject to the limitations set forth therein and (iii) in the case of Investments in Excluded Subsidiaries pursuant to this clause (e), at the time of and immediately after giving effect to any such Investment, (A) no Default or Event of Default shall exist and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period, calculated as if such Investment had been made as of the first day of the relevant period for testing compliance; (f) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $3,000,000 at any time outstanding; ; (hg) Hedging Transactions permitted by Section 7.10; ; (h) (y) Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary 128 or the construction, development, refurbishment or expansion of any health care facility); provided that the aggregate amount of Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $350,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Available Amount; (i) with respect to the Insurance Subsidiaries only, (A) commercial paper having, at the time of acquisition thereof, a short-term rating from S&P or Xxxxx’x of at least A- 1/P-1; (B) certificates of deposit, bankers’ acceptances and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank or other financial institution that has total assets of not less than $500,000,000 or the equivalent thereof at the time of acquisition thereof; (C) other securities, including, without limitation, corporate debt, having, at the time of acquisition thereof, a long-term rating from S&P or Xxxxx’x of at least A-/A3; and (D) mutual funds investing primarily in any one or more of the foregoing; (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $70,000,000 and 40.0% of Consolidated EBITDA for the most recently ended Test Period; (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and its were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts); and (l) Permitted Acquisitions. The amount of any Investment (other than Investments made using the acquisition Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a any Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Each of Holdings and the Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person, or any assets of any other Person that constitute a business unitunit or division of such Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) (x) Investments existing on the date hereof in Specified Conflicted Subsidiaries that are set forth on Schedule 7.4, (y) Investments existing on the date hereof in any Person that is not a Subsidiary that are set forth on Schedule 7.4 and (z) other Investments (other than Investments of the type contemplated by the foregoing clauses (x) and (y) and Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries that are not Specified Conflicted Subsidiaries); (b) Permitted Investments; (c) Investments in Guarantees by Holdings, the form Borrower, PGI and IntermediateCo of trade credit lease obligations of Subsidiaries of PGI and IntermediateCo solely to customers of a Loan Party arising in the ordinary course of business and represented by accounts from extent that any such customers and accounts receivable arising in the ordinary course of businessGuarantees are unsecured; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness (other than lease obligations) permitted by Section 7.1; provided that (x) no Loan Party shall Guarantee any Indebtedness of any Specified Conflicted Subsidiary (other than any Specified Conflicted Subsidiary designated as such as a result of a Specified Conflicted Subsidiary Designation Event under clause (d) of the definition thereof) pursuant to this clause (d) and (y) the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties (or Specified Conflicted Subsidiaries) that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by Holdings in or to the Borrower, the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that with respect to any such Investments by the Loan Parties in or to (including, without limitation, Guarantees by the Loan Parties of Indebtedness of) Subsidiaries that are not Loan Parties (including, without limitation, Specified Conflicted Subsidiaries), if the Total Leverage Ratio for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) (calculated on a pro forma basis as if such Investment (and any other Investments or Restricted Payments that occur subsequent to such four consecutive Fiscal Quarter period for which the pro forma financial effect of such events has been calculated under this Agreement) had been made on the first day of such four consecutive Fiscal Quarter period), exceeds 2.00:1.00 then, at the time of and immediately after giving effect to such Investment, the aggregate outstanding amount of Investments by the Loan Parties that were made by the Loan Parties at a time when the Total Leverage Ratio (calculated on a pro forma basis after giving effect to such Investments) is greater than 2.00:1.00 in or to (including, without limitation, Guarantees by the Loan Parties of Indebtedness of) (x) Specified Conflicted Subsidiaries shall not exceed the greater of $112,500,000 and 37.5% of Consolidated EBITDA for the most recently ended Test Period and (y) Subsidiaries that are not Subsidiary Loan Parties (other than Specified Conflicted Subsidiaries) shall not, in the aggregate with the aggregate outstanding amount of all Investments by the Loan Parties in or to (including, without limitation, Guarantees by the Loan Parties of Indebtedness of) Subsidiaries that are not Subsidiary Loan Parties (other than Specified Conflicted Subsidiaries) existing on the Closing Date that are set forth on Schedule 7.4 and the aggregate outstanding amount of Investments made in reliance upon Section 7.4(i), exceed $50,000,000; provided, further, that, in the case of Investments in Specified Conflicted Subsidiaries pursuant to this clause (e), at the time of and immediately after giving effect to any such Investment, (A) no Default or Event of Default shall exist and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period, calculated as if such Investment had been made as of the first day of the relevant period for testing compliance; provided, further, that no Loan Party shall Guarantee any Indebtedness of any Specified Conflicted Subsidiary (other than any Specified Conflicted Subsidiary designated as such as a result of a Specified Conflicted Subsidiary Designation Event under clause (d) of the definition thereof) pursuant to this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $5,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Investments (not constituting Guarantees or Permitted Specified Conflicted Subsidiary Acquisitions) in Specified Conflicted Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (y) Investments constituting Specified Conflicted Subsidiary Designation Amounts (other than, in the case of this clause (y), cash or cash equivalents funded by any Loan Party into a Specified Conflicted Subsidiary prior to such Subsidiary being designated as a Specified Conflicted Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Specified Conflicted Subsidiary Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that the aggregate amount of Investments in Specified Conflicted Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Specified Conflicted Subsidiary Designation Amounts pursuant to this Section 7.4(h), together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Specified Conflicted Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the greater of $300,000,000 and 100.0% of Consolidated EBITDA for the most recently ended Test Period; (i) Investments by made after the Borrower Closing Date in joint ventures in which the Borrowers and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries collectively own less than 50% of the United States equity and which do not otherwise constitute Subsidiaries of America the Borrower; provided that the aggregate outstanding amount of all such Investments, together with the aggregate outstanding amount of Investments made in reliance upon Section 7.4(e), shall not exceed $50,000,000; (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $75,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period; (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Specified Conflicted Subsidiaries (including, for the avoidance of doubt, Investments constituting Specified Conflicted Subsidiary Designation Amounts); (l) Permitted Acquisitions; and (m) Permitted Specified Conflicted Subsidiary Acquisitions in an aggregate amount not to exceed $150,000,000. The amount of any Investment shall be deemed to be the acquisition amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, (i) in no event shall any Specified Conflicted Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or any Loan Party, (ii) related to oil and gas mineral interests and leases owned by a in no event shall any Loan Party or Guarantee any Indebtedness of any Specified Conflicted Subsidiary (other than any Specified Conflicted Subsidiary designated as such as a Person result of a Specified Conflicted Subsidiary Designation Event under clause (d) of the definition thereof) that will become a does not consist of lease obligations, (iii) in no event shall any Loan Party upon acquisition Guarantee any lease obligations of such Person any Specified Conflicted Subsidiary other than Guarantees by a Loan PartyHoldings, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 IntermediateCo pursuant to Section 7.4(c) (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (whichwhich Guarantees, for the avoidance of doubt only contains the cash capital contributions intended for such Investmentsdoubt, must be unsecured) until the date invested and (iv) in an Unrestricted Subsidiary; and (k) other Investments no event shall any Loan Party make any Investment which results in the aggregate do not exceed the Threshold Amount or facilitates in any Fiscal Yearmanner any Material Intellectual Property owned by such Loan Party being contributed or otherwise transferred by such Loan Party to any non-Loan Party.

Investments, Loans. The Borrower Holdings and the Borrowers will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower Holdings and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or Group Member in or to another SubsidiaryGroup Member; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower Holdings or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (g) the Closing Date Acquisition; (h) Permitted Acquisitions; (i) Investments received in connection with the disposition of assets permitted by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiarySection 7.6; and (kj) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: : (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); ; (b) Permitted Investments; ; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; 7.1 (f) Investments made by the Borrower in or other than APC Non-Recourse Indebtedness and Indebtedness permitted pursuant to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expensesSection 7.1(v)); provided that the aggregate principal amount of all such loans and advances does Indebtedness of Subsidiaries that are not exceed the Threshold Amount at Subsidiary Loan Parties that is Guaranteed by any time outstanding; (h) Hedging Transactions permitted by Section 7.10; (i) Investments by the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary shall be subject to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date limitation set forth in the preceding clause subsection (xd) and such cash proceeds are held by Borrower in a segregated deposit account of this Section; (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.d)

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.17.1 (other than APC Non-Recourse Indebtedness); provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $20,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $2,500,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by loans to Associated Practices pursuant to any Associated Practice Documents; (h) the Borrower and its Subsidiaries AP-AMH Loan Documents; (i) Permitted Acquisitions; (j) Future Approved Entity Investments in ownership interests in additional Oil and Gas Properties located within an aggregate amount not to exceed $150,000,000 so long as (i) the geographic boundaries Approved Entity substantially concurrently uses all of the United States proceeds of America the Future Approved Entity Investment to acquire Capital Stock in or all or substantially all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets of APC or such other Material Associated Practice, (ii) the Administrative Agent receives collateral security in respect of such Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt, a Collateral Assignment and designation as an “additional secured party”) to the acquisition AP-AMH Loan, (iii) before and after giving effect to any such Future Approved Entity Investment, no Default or Event of 100% Default has occurred and is continuing and (iv) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the date of the consummation of such Future Approved Entity Investment demonstrating that on a Pro Forma Basis after giving effect to any such Future Approved Entity Investment, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Future Approved Entity Investment had occurred; provided that solely in the case of any Future Approved Entity Investment for which the Investment Consideration is greater than $75,000,000, for purposes of determining pro forma compliance with Section 6.1, the Consolidated Total Net Leverage Ratio shall be deemed to be the lesser of (A) the otherwise applicable Consolidated Total Net Leverage Ratio specified in the grid in Section 6.1 (without giving effect to any increase thereunder due to a Covenant Holiday) plus 0.50:1.00 and (B) 4.00:1.00; (k) Investments from the Borrower to AP-AMH to fund loans or capital contributions by AP-AMH to APC pursuant to Section 1.2(c) of the APC Shareholder Agreement so long as the aggregate amount funded does not exceed $15,000,000 at any time outstanding; provided that, notwithstanding the foregoing cap, additional Investments may be made under this clause (k) so long (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower has delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer demonstrating that the Consolidated Total Net Leverage Ratio is less than 2.00:1.00, measuring Consolidated Total Net Debt for purposes thereof as of the date of any such Investment and otherwise recomputing such calculation of the Consolidated Total Net Leverage Ratio in accordance with Section 6.1 as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had occurred; (l) Investments by (x) any Loan Party in or to one or more Associated Practices and (y) an Associated Practice in or to one or more other Associated Practices in an aggregate amount (collectively between clauses (x) and (y)) not to exceed $30,000,000 (exclusive of other Investments permitted in this Section 7.4) at any time outstanding so long as (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer at least 5 days prior to the date of the consummation of such Investment demonstrating that on a Pro Forma Basis after giving effect to any such Investment, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Investment and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had occurred); provided, that, to the extent the proceeds of an Investment permitted pursuant to clause (x) immediately above are used substantially concurrently to make an Investment under clause (y) immediately above, such Investments will be deemed to be a single Investment for purposes of the $30,000,000 limitation under this clause (l); (m) Investments by a Material Associated Practice in or to another Material Associated Practice; (n) Investments by APC using any of the APC Excluded Assets (including to fund the purchase of assets that, upon the consummation of such purchase, become APC Excluded Assets); (o) the purchase by AP-AMH of Series A Preferred Stock of APC on the Closing Date; (p) the purchase by APC on the Closing Date of common Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements the Borrower in each case, which are related or ancillary to Oil and Gas Properties owned by connection with the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaRelated Transactions; (jq) Investments the acquisition by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance APC of Capital Stock of the Borrower after November 9using excess revenue not required to be distributed to the holders of its Series A Preferred Stock pursuant to the Certificate of Determination; (r) the acquisition by APC of Capital Stock of the Borrower without consideration (to include, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right)example, so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds Capital Stock of the Borrower as a result of a stock split); (s) Investments by APC or (y) on a later date than the date set forth Material Associated Practice in the preceding clause (x) and such cash proceeds are held by Borrower in connection with a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryFuture Approved Entity Investment; and (kt) other Investments which do not exceed $10,000,000 in the aggregate do amount at any time outstanding. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the Threshold Amount original amount invested). For the avoidance of doubt, any deferral of or subordination of management fees payable under any Associated Practice Document that is in good faith deemed advisable by the Borrower in order to satisfy any Fiscal Yearregulation by any Governmental Authority having jurisdiction over the parties to such Associated Practice Documents shall not constitute an Investment. Notwithstanding anything to the contrary in this Credit Agreement, the exercise by any Loan Party of its rights under any Transfer Restriction Agreement shall not constitute an Investment.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital StockEquity Interests, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 7.4(a) (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising Hedging Transactions permitted by Section 7.10; (d) Guarantees constituting Indebtedness permitted by Section 7.1 and Guarantees entered into in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in respect of obligations that do not constitute Indebtedness; (e) Investments in the ordinary course of business; business consisting of (di) creation of any additional Subsidiaries domiciled in the U.S. endorsements for collection or deposit and Unrestricted Subsidiaries in compliance (ii) customary trade arrangements with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1customers consistent with past practice; (f) Investments loans or advances made by the Borrower in or to any Subsidiary and made by any Subsidiary to the Borrower or in or to another any other Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed $1,150,000 at any time outstanding; (g) loans and advances does to officers, directors and employees of the Borrower in an aggregate amount not to exceed the Threshold Amount $115,000 at any time outstanding; (h) Hedging Transactions promissory notes and other non-cash consideration received in connection with dispositions permitted by Section 7.107.6 in an aggregate amount not to exceed $1,150,000 at any time outstanding; (i) Investments by received in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americaaccount debtors; (j) creation or acquisition of any additional Subsidiaries, provided, that such Subsidiary complies with the provisions of Section 5.12; (k) Investments by the Borrower consisting of Liens, Dispositions and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock Restricted Payments permitted under this Article VII; (l) Investments or acquisitions of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Rightproperty or assets described on Schedule 7.4(l), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (km) other Investments which or acquisitions of property or assets in an aggregate amount not to exceed $2,750,000. If at any time the aggregate do not exceed Borrower or any of its Affiliates shall purchase or otherwise acquire any of the Threshold Amount in any Fiscal Yearloans made under the First Lien Credit Agreement, the Borrower or such Affiliate shall immediately cancel such loans for no consideration.

Investments, Loans. The Borrower will notNo Loan Party will, and no Loan Party will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on the date hereof hereofSecond Amendment Effective Date and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Guarantees by any Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries or other Restricted Subsidiary constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party (including all such Guarantees existing on the Closing Date) shall not exceed (i) $2,500,000 plus (ii) from and after the JBBR Acquisition Effective Date, $2,500,000, at any time outstanding; (d) Investments made (i) by any Loan Party in or to any Loan Party;, (e) Investments madeii) by any Loan Party in or to any Person that is not a Subsidiary Loan Party; provided that the aggregate amount of Investments in or to any Person that is not a Subsidiary Loan Party (including all such Investments existing on the Closing Date) pursuant to this clause (ed)(ii) shall not exceed $5,000,000 at any time outstanding, and (iii) by any Restricted Subsidiary that is not a Subsidiary Loan Party in or to any Restricted Subsidiary; provided that no Joliet Subsidiary may make any Investment pursuant to this clause (d)(iii) in any Subsidiary that is not wholly-owned by such Joliet Subsidiary or a Loan Party; (e) the JBBR Acquisition (and Investments on or prior to the JBBR Acquisition Effective Date in Arc Terminals Joliet in order to consummate the JBBR Acquisition); (f) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors of the Borrower MLP (or the General Partner) or any of its Restricted Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (i) Investments owned by any Person at the Borrower time it becomes a Subsidiary not made in contemplation of the acquisition of such Person, not to exceed $10,000,000 at any time outstanding; (j) lease, utility and its Subsidiaries other similar deposits in the ordinary course of business in an amount not to exceed (i) $500,000 in ownership interests in additional Oil the aggregateplus (ii) from and Gas Properties located within after the geographic boundaries JBBR Acquisition Effective Date, $500,000, at any time outstanding; (k) Investments made from the proceeds of issuances of Capital Stock by the MLP or capital contributions made to the MLP by the holders of Capital Stock of the United States MLP; provided that (i) at the time of America and immediately after giving effect to such Investment, no Event of Default shall have occurred and be continuing, (includingii) such Investments are made within 180 days after the receipt of such proceeds and (iii) the aggregate amount of Investments in or to any Person that is not a Subsidiary Loan Party pursuant to this clause (k) shall not exceed at any time outstanding the greater of (x) $30,000,000 and (y) 10% of Consolidated Net Tangible Assets; (l) Permitted Acquisitions, for the avoidance of doubtand advances, deposits and prepayments made in connection therewith; (m) the acquisition of 10010.32up to 20.00% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaGulf LNG; (jn) other Investments by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding not to exceed $10,000,000 at any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiaryoutstanding; and (ko) the formation of a wholly-owned, sole purpose Subsidiary of the Borrower whose sole assets and liabilities will be those rights and obligations under the Pier Agreement (the “Willbridge Subsidiary”); (p) the acquisition of up to 40.00% of the Capital Stock of Arc Terminals Joliet; and (q) Investments made in or to Arc Terminals Joliet to fund Investments in or to the other Investments which Joliet Subsidiaries in the aggregate do an amount not to exceed the Threshold Amount in $30,000,000 at any Fiscal Yeartime outstanding.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries but excluding, for the avoidance of doubt, Investments in Pennant Subsidiaries from and after consummation of the Pennant Transaction); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (e) of this Section; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that, with respect to any such Investments that consist of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, Excluded Subsidiaries or Subsidiaries that are not Loan Parties, if the Leverage Ratio for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) (calculated on a pro forma basis as if such Investment (and any other Investments or Restricted Payments that occur subsequent to such four consecutive Fiscal Quarter period for which the pro forma financial effect of such events has been calculated under this Agreement) had been made on the first day of such four consecutive Fiscal Quarter period), exceeds 1.75:1.00 then, at the time of and immediately after giving effect to such Investment, the aggregate outstanding amount of Investments by the Loan Parties that were made by the Loan Parties at a time when the Leverage Ratio (calculated on a pro forma basis after giving effect to such Investments) is greater than 1.75:1.00 in or to, and Guarantees by the Loan Parties of Indebtedness of, (x) Excluded Subsidiaries (including all such Investments and Guarantees existing on the Closing Date) shall not exceed the greater of $70,000,000 and 40.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) and (y) Subsidiaries that are not Subsidiary Loan Parties (other than Excluded Subsidiaries) (including all such Investments and Guarantees existing on the Closing Date) shall not exceed at any time the sum of (A) the greater of $35,000,000 and 20.0% of Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) plus (B) the Available Amount, in each case, excluding Investments permitted under the succeeding US-DOCS\107476819.12 proviso; provided, further, that (i) Guarantees of Indebtedness of Excluded Subsidiaries shall not be permitted except (x) Excluded Subsidiaries may Guarantee Indebtedness of other Excluded Subsidiaries and (y) the Borrower may Guarantee on an unsecured basis all Indebtedness of Excluded Subsidiaries permitted under Section 7.1(h) (and make payments thereunder to the extent such payment is permitted as an Investment hereunder at such time), (ii) additional Investments in Excluded Subsidiaries pursuant to Section 7.1(h) below shall be permitted subject to the limitations set forth therein and (iii) in the case of Investments in Excluded Subsidiaries pursuant to this clause (e), at the time of and immediately after giving effect to any such Investment, (A) no Default or Event of Default shall exist and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with Sections 6.1 and 6.2 as of the most recently ended Test Period, calculated as if such Investment had been made as of the first day of the relevant period for testing compliance; (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $3,000,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (ih) (y) Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the Borrower extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that the aggregate amount of Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and its Subsidiaries Excluded Subsidiary Designation Amounts, together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the sum of (A) the greater of (x) $350,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two plus (B) the Available Amount; (i) with respect to the Insurance Subsidiaries only, (A) commercial paper having, at the time of acquisition thereof, a short-term rating from S&P or Xxxxx’x of at least A-1/P-1; (B) certificates of deposit, bankers’ acceptances and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank or other financial institution that has total assets of not less than $500,000,000 or the equivalent thereof at the time of acquisition thereof; (C) other securities, including, without limitation, corporate debt, having, at the time of acquisition thereof, a long-term rating from S&P or Xxxxx’x of at least A-/A3; and (D) mutual funds investing primarily in ownership interests in additional Oil and Gas Properties located within the geographic boundaries any one or more of the United States foregoing; (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of America $70,000,000 and 40.0% of Consolidated EBITDA for the most recently ended Test Period; (k) Investments held by a Subsidiary Loan Party that is acquired after the Closing Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts); and (l) Permitted Acquisitions. US-DOCS\107476819.12 The amount of any Investment (other than Investments made using the acquisition Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of 100% such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a any Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (k) other Investments which in the aggregate do not exceed the Threshold Amount in any Fiscal Year.

Investments, Loans. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) cash and Permitted Investments; (b) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries existing on the Closing Date); (b) Permitted Investments; (c) Investments by (i) the REIT Guarantor or any Subsidiary in the form of trade credit to customers of any Loan Party; or (ii) any Subsidiary that is not a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessany other Subsidiary that is not a Loan Party; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower REIT Guarantor and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; (g) loans or advances to employees, officers or directors Acquisitions of the Borrower or any of its Subsidiaries personal property in the ordinary course of business for travel, relocation and related expensesto the extent required to continue to operate the Loan Parties’ businesses permitted pursuant to Section 7.13; (f) Investments in Real Property Assets or in the Capital Stock of any Person that owns or leases Real Property Assets; provided that any Investments other than Real Property Assets owned or held by any such Person must be permitted pursuant to another provision of this Section 7.4; (i) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP and (ii) moving, entertainment and travel expenses, drawing accounts and similar expenditures made to officers, directors and employees in the ordinary course of business not to exceed $2,000,000 in the aggregate amount of all such loans and advances does not exceed the Threshold Amount at any time outstanding; (h) Hedging Transactions permitted Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business; (i) any Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection in the ordinary course of business, utility or workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; (j) pledges or deposits by Section 7.10a Person under workers compensation laws, unemployment insurance laws or similar legislation, or deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business; (i) Investments by the Borrower and its Subsidiaries in joint ventures in an aggregate amount not to exceed ten percent (i10%) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or Consolidated Total Asset Value; (ii) related Investments consisting of mortgage loans, notes receivables and mezzanine loans not to oil exceed twenty percent (20%) of Consolidated Total Asset Value; and gas mineral interests and leases owned by a Loan Party or a Person (iii) other Investments in an aggregate amount not to exceed fifteen percent (15%) of Consolidated Total Asset Value; provided that will become a Loan Party upon acquisition the aggregate Investments under this clause (k) shall not at any time exceed twenty-five percent (25%) of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaConsolidated Total Asset Value; (jl) Investments by the Borrower Licenses and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance sublicenses of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth Intellectual Property in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance ordinary course of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarybusiness; and (km) other Investments which Hedging Obligations permitted under Section 7.10. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the aggregate do not exceed value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the Threshold Amount in amount of any Fiscal YearInvestment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary (other than Stanford) and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary (other than Stanford); (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by the Borrower and its Subsidiaries (iother than Stanford) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiary; and (kh) other Investments which in the aggregate do not exceed the Threshold Amount $1,000,000 in any Fiscal Year.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in SubsidiariesSubsidiaries that are Loan Parties); (b) Permitted InvestmentsInvestments in cash and Cash Equivalents; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1; (fd) Investments made by the Borrower in or to any Subsidiary (other than the PBM Strategic Joint Venture) and by any Subsidiary to the Borrower or in or to another SubsidiarySubsidiary (other than the PBM Strategic Joint Venture); provided, that (i) in the case of any Investment in the form of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, such Indebtedness (and any related Guarantee provided by any Loan Party) shall be subordinated to the Obligations on terms and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and (ii) the aggregate principal amount of all Investments made by a Loan Party to a Subsidiary that is not a Loan Party shall not exceed the greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets (net of cash actually received by the Borrower or any such Subsidiary in respect of any such Investments and determined without regard to any write-downs or write-offs of any investments, loans or advances in connection therewith); (ge) Investments in the PBM Strategic Joint Venture; (f) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, entertainment, relocation and related expenses; provided that the aggregate amount of all such loans and advances does shall not exceed the Threshold Amount $2,000,000 at any time outstanding; (hg) Hedging Transactions permitted not prohibited by Section 7.10; (h) [Reserved]; (i) Investments by received in satisfaction or partial satisfaction from financially troubled debtors or in connection with the Borrower and its Subsidiaries (i) in ownership interests in additional Oil and Gas Properties located within the geographic boundaries bankruptcy or reorganization of the United States of America (including, for the avoidance of doubt, the acquisition of 100% of the Capital Stock of a Person owning such assets) suppliers or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of Americacustomers; (j) Investments by consisting of deposits, expense prepayments, accounts receivable arising, trade debt granted and other credits extended to suppliers, distributors or marketers in the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by ordinary course of business; (k) Investments received as the non-cash proceeds from an issuance portion of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions consideration received for purposes of exercising the Cure Right), so long as (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held dispositions not prohibited by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiarySection 7.6; and (kl) other Investments (other than Investments in any Subsidiary that is not a Loan Party) which do not exceed $8,000,000 in the aggregate do over the remaining term of this Agreement after the Sixth Amendment Effective Date. For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the cost of such Investment when made, purchased or acquired, net of any amount representing return of (but not exceed the Threshold Amount in return on) such Investment and without regard to any Fiscal Yearforgiveness of Indebtedness.

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any other investment or any other interest in, any other PersonPerson (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”)Subsidiary, except: (a) (x) Investments existing on the date hereof in Excluded Subsidiaries that are set forth on Schedule 7.4 and (y) other Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of businessPermitted Alternative Investments; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting of Indebtedness permitted by Section 7.1; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in Section 7.4(e); (fe) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that (i) the aggregate outstanding amount of Investments made by the Loan Parties in or to (including, without limitation, Guarantees by the Loan Parties of Indebtedness of) Subsidiaries that are not Loan Parties (other than Excluded Subsidiaries) pursuant to this clause (e) shall not exceed at any time, together with the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that do not become owned by Loan Parties pursuant to Section 7.5(h) at such time, the greater of $8,800,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) the aggregate outstanding amount of Investments made by the Borrower and its Subsidiaries (other than Excluded Subsidiaries) in or to Excluded Subsidiaries pursuant to this clause (e) shall not exceed at any time the greater of $8,800,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period; provided, further, that no Loan Party shall be permitted to Guarantee any Indebtedness of any Excluded Subsidiary pursuant to this clause (e); (gf) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $1,500,000 at any time outstanding; (hg) Hedging Transactions permitted by Section 7.10; (h) (x) Permitted Acquisitions, (y) so long as no Event of Default then exists or would result therefrom, Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and (z) Investments constituting Excluded Subsidiary Designation Amounts (other than, in the case of this clause (z), cash or US-DOCS\151470090.12 cash equivalents funded by any Loan Party into an Excluded Subsidiary prior to such Subsidiary being designated as an Excluded Subsidiary, except to the extent of cash or cash equivalents funded for the purpose of financing the Permitted Acquisition of such Subsidiary or the construction, development, refurbishment or expansion of any health care facility); provided that (i) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Persons (other than Excluded Subsidiaries) that do not become Loan Parties and assets (other than assets that are acquired by Excluded Subsidiaries) that do not become owned by Loan Parties shall not exceed at any time, together with the aggregate outstanding amount of Investments made by Loan Parties in or to Subsidiaries that are not Loan Parties pursuant to Section 7.5(e) at such time, the greater of $8,800,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period and (ii) the aggregate amount of Acquisition Consideration paid in connection with Permitted Acquisitions of Excluded Subsidiaries (determined at the time of such Permitted Acquisition) and Investments in Excluded Subsidiaries made for the purpose of financing the construction, development, refurbishment or expansion of any health care facility and Excluded Subsidiary Designation Amounts pursuant to this Section 7.4(h), together with the amount of any then outstanding Indebtedness that was incurred or assumed pursuant to Section 7.1(h) and any other then outstanding Investment in any Excluded Subsidiary arising pursuant to this Section 7.4(h) (in each case, without duplication), shall not exceed at any time the greater of (x) $88,000,000 and (y) an amount equal to (I) Consolidated EBITDA for the most recently ended four consecutive Fiscal Quarter period for which financial statements were required to have been delivered pursuant to Section 5.1(a) or (b) multiplied by (II) two; (i) Investments in joint ventures with any joint venture partner; provided that (i) the aggregate amount of Investments made pursuant to this clause (i) shall not exceed the greater of $30,000,000 and 70.0% of Consolidated EBITDA any time outstanding, (ii) the Capital Stock of the joint venture entities (the “JV Entities”) that is owned or held by the Borrower and its Subsidiaries shall be directly owned by Loan Parties and, to the extent not prohibited by the documents or arrangements governing such JV Entity (ithe “JV Documents”), shall be pledged as Collateral pursuant to the Collateral Documents, (iii) at the time of any such Investment, no Default or Event of Default shall exist or would result from such Investment and (iv) the Borrower and its Subsidiaries shall be in ownership interests in additional Oil pro forma compliance with Sections 6.1 and Gas Properties located within the geographic boundaries 6.2 as of the United States most recently ended Test Period (calculated on a pro forma basis as if such Investment had been made on the first day of America such Test Period). (j) other Investments that in the aggregate do not exceed at any time outstanding the greater of $13,200,000 and 30.0% of Consolidated EBITDA for the most recently ended Test Period; (k) Investments held by a Subsidiary Loan Party that is acquired after the Amendment and Restatement Effective Date, or of a Person (other than a Subsidiary of the Borrower) merged or consolidated with or into the Borrower or a Subsidiary Loan Party, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation (such Investments, “Acquired Investments”); provided, however, that Acquired Investments shall not include (and in no event shall this Section 7.4(k) permit) Investments in or with respect to Excluded Subsidiaries (including, for the avoidance of doubt, Investments constituting Excluded Subsidiary Designation Amounts); (l) so long as no Event of Default then exists or would result therefrom, Investments made using the acquisition Available Amount; (m) Investments constituting Liens permitted by Section 7.2; US-DOCS\151470090.12 (n) Investments consisting of 100% extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (o) Investments in Hedging Obligations permitted by Section 7.1; (p) promissory notes and other non-cash consideration received in connection with asset dispositions permitted by Section 7.6; (q) Investments in the ordinary course of business consisting of endorsements for collection or deposit; (r) Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (s) advances of payroll payments to employees in the ordinary course of business; (t) Guarantees by the Borrower of leases (other than Capitalized Leases) or of other obligations of a Subsidiary of the Capital Stock of a Person owning such assets) or (ii) related to oil and gas mineral interests and leases owned by a Loan Party or a Person Borrower that will become a Loan Party upon acquisition of such Person by a Loan Partydo not constitute Indebtedness, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and which are usual and customary entered into in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americabusiness; provided that any such Guarantee shall be unsecured; (ju) Investments by to the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance extent the consideration paid therefor consists solely of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Rightother than Disqualified Capital Stock), ; (v) additional Investments so long as as, at the time of making such Investment, (i) no Default or Event of Default shall exist at the time of, or immediately following, the making of would result from such Investment and (ii) such Investment is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) the Leverage Ratio does not exceed 2.50:1.00 on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted SubsidiaryPro Forma Basis; and (kw) other Investments which made in the aggregate do not exceed ordinary course of business in connection with obtaining, maintaining or renewing client and customer contracts and loans or advances made to, and guarantees with respect to obligations of, distributors, suppliers, licensors and licensees in the Threshold Amount ordinary course of business. The amount of any Investment (other than Investments made using the Available Amount) shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but determined net of all payments received with respect to such Investment whether constituting sale proceeds thereof, dividends, distributions, interest, return of capital or otherwise, and the amount of any Investment constituting a Guarantee shall be reflective of the principal amount subject to such Guarantee from time to time. Notwithstanding the foregoing, in no event shall (i) any Excluded Subsidiary make, purchase, hold or acquire any Investments in the Capital Stock of any Loan Party, (ii) any Loan Party Guarantee any lease obligations of Excluded Subsidiaries (other than any such Guarantee by the Borrower that is unsecured) and (iii) any Loan Party make any Investment which results in or facilitates in any Fiscal Year.manner any Material Intellectual Property owned by such Loan Party being contributed or otherwise transferred by such Loan Party to any non-Loan Party, other than non-exclusive licenses of Material Intellectual Property in the ordinary course of business. US-DOCS\151470090.12

Investments, Loans. The Borrower will not, and will not permit any of its Subsidiaries to and, to the extent permitted by applicable law, the Borrower will use commercially reasonable efforts to cause the Material Associated Practices not to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness (except as permitted in Section 7.1) or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any capital contributions, loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unitunit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except: (a) Investments (other than Permitted Investments) existing on as of the date hereof Third Amendment Effective Date and set forth on Schedule 7.4 (including Investments in Subsidiaries); (b) Permitted Investments; (c) Investments in the form of trade credit to customers of a Loan Party arising in the ordinary course of business and represented by accounts from such customers and accounts receivable arising in the ordinary course of business; (d) creation of any additional Subsidiaries domiciled in the U.S. and Unrestricted Subsidiaries in compliance with this Agreement; (e) Guarantees by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.17.1 (other than APC Non-Recourse Indebtedness and Indebtedness permitted pursuant to Section 7.1(v)); provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in subsection (d) of this Section; (fd) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary; provided that the aggregate amount of Investments by the Loan Parties in or to, and Guarantees by the Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees existing on the Closing Date) shall not exceed the greater of (x) 15% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $25,000,000 at any time outstanding; (ge) loans or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed the Threshold Amount $5,000,000 at any time outstanding; (hf) Hedging Transactions permitted by Section 7.10; (ig) Investments by loans to Associated Practices pursuant to any Associated Practice Documents; (h) the Borrower and its Subsidiaries AP-AMH Loan Documents; (i) Permitted Acquisitions; (j) Future Approved Entity Investments in ownership interests in additional Oil and Gas Properties located within an aggregate amount not to exceed $150,000,000 so long as (i) the geographic boundaries Approved Entity substantially concurrently uses all of the United States proceeds of America the Future Approved Entity Investment to acquire Capital Stock in or all or substantially all of the assets of APC or another Material Associated Practice pursuant to which the net economic benefit of such acquisition is wholly transferred to such Approved Entity through such Approved Entity’s ownership of the Capital Stock in or assets of APC or such other Material Associated Practice, (ii) the Administrative Agent receives collateral security in respect of such Investment that is substantially similar (and no less favorable to the Administrative Agent, including, for the avoidance of doubt, a Collateral Assignment and designation as an “additional secured party”) to the AP-AMH Loan, (iii) before and after giving effect to any such Future Approved Entity Investment, no Default or Event of Default has occurred and is continuing and (iv) on a Pro Forma Basis after giving effect to any such Future Approved Entity Investment, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Future Approved Entity Investment and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Future Approved Entity Investment had occurred; (k) the CFC Acquisition so long as either (i) such Acquisition complies with the requirements set forth in sub-clauses (i) through (iv) of clause (j) above or (ii) (A) such Acquisition complies in all material respects with all applicable Healthcare Laws, (B) the Administrative Agent and the Secured Parties are provided with a collateral package that is no less favorable in any material respect than the structure described in clause (j) above, (C) such Acquisition complies with the requirements set forth in sub-clauses (iii) and (iv) of clause (j) above and (D) such Acquisition is otherwise acceptable to the Administrative Agent; (l) Investments by (x) any Loan Party in or to one or more Associated Practices and (y) an Associated Practice in or to one or more other Associated Practices in an aggregate amount (collectively between clauses (x) and (y)) not to exceed the greater of (x) 40% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $70,000,000 (exclusive of other Investments permitted in this Section 7.4) at any time outstanding so long as (i) before and after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing and (ii) on a pro forma basis, the Borrower is in compliance with each of the covenants set forth in Article VI, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Investment and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had occurred); provided, that, to the extent the proceeds of an Investment permitted pursuant to clause (x) immediately above are used substantially concurrently to make an Investment under clause (y) immediately above, such Investments will be deemed to be a single Investment for purposes of the grower basket under this clause (l); (m) Investments by a Material Associated Practice in or to another Material Associated Practice; (n) Investments by APC using any of the APC Excluded Assets (including to fund the purchase of assets that, upon the consummation of such purchase, become APC Excluded Assets); (o) the purchase by AP-AMH of Series A Preferred Stock of APC on the Original Closing Date; (p) the purchase by APC on the Original Closing Date of common Capital Stock of the Borrower in connection with the APC 2019 Transactions; (q) the acquisition by APC of 100Capital Stock of the Borrower using excess revenue not required to be distributed to the holders of its Series A Preferred Stock pursuant to the Certificate of Determination; (r) the acquisition by APC of Capital Stock of the Borrower without consideration (to include, for example, receipt of Capital Stock of the Borrower as a result of a stock split); (s) Investments by APC or a Material Associated Practice in the Borrower in connection with a Future Approved Entity Investment; (t) other Investments which do not exceed the greater of (x) 20% of Consolidated EBITDA for the four consecutive Fiscal Quarter period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1(b) and (y) $35,000,000 in the aggregate amount at any time outstanding; (u) Investments by a Loan Party in the Capital Stock of a Person owning that does not result in such assets) or (ii) related to oil and gas mineral interests and leases owned by Person becoming a “Subsidiary” of any Loan Party or a Person that will become a Loan Party upon acquisition of such Person by a Loan Party, farm-out, farm-in, joint operating, joint venture, participation or area of mutual interest agreements, gathering and processing systems, pipelines and other midstream assets or other similar arrangements in each case, which are related or ancillary to Oil and Gas Properties owned by the Loan Parties and 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 by the Borrower and its Subsidiaries in Unrestricted Subsidiaries funded entirely by cash proceeds from an issuance of Capital Stock of the Borrower after November 9, 2018 (excluding any cash capital contributions received for purposes of exercising the Cure Right), so long as (i) before and after giving effect to any such Investment, no Default or Event of Default shall exist has occurred and is continuing and (ii) the aggregate amount of such Investments does not to exceed $20,000,000 at any time outstanding; (v) Investments so long as (i) after giving effect to the time of, or immediately followingproposed Investment on a Pro Forma Basis, the making Consolidated Total Net Leverage Ratio is less than 2.50:1.00, measuring Consolidated Total Net Debt for purposes of Section 6.1 as of the date of such Investment and otherwise recomputing such covenants as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Investment had occurred and (ii) before and after giving effect to any such Investment no Default or Event of Default has occurred and is made (x) within five (5) Business Days following Borrower’s receipt of such cash proceeds or (y) on a later date than the date set forth in the preceding clause (x) and such cash proceeds are held by Borrower in a segregated deposit account (which, for the avoidance of doubt only contains the cash capital contributions intended for such Investments) until the date invested in an Unrestricted Subsidiarycontinuing; and (kw) other Investments which Guarantees by APC of Indebtedness incurred by a special purpose vehicle owned by APC under Section 7.1(v). For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.4, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the aggregate do sale, collection or return of capital (not to exceed the Threshold Amount original amount invested). For the avoidance of doubt, any deferral of or subordination of management fees payable under any Associated Practice Document that is in good faith deemed advisable by the Borrower in order to satisfy any Fiscal Yearregulation by any Governmental Authority having jurisdiction over the parties to such Associated Practice Documents shall not constitute an Investment. Notwithstanding anything to the contrary in this Credit Agreement, the exercise by any Loan Party of its rights under any Transfer Restriction Agreement shall not constitute an Investment.