Common use of Investments Clause in Contracts

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (a) Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower shall notNo Credit Party shall, nor shall it they permit any of its Subsidiaries Subsidiary to, make directly or permit to exist any loansindirectly, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held in the form of cash or Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments in the ordinary course of business and are payable in accordance with customary trade termsany Person that is a Credit Party prior to giving effect to such Investment; (c) creation of Investments by any additional Subsidiaries Subsidiary that is not a Credit Party in compliance with Section 6.15any other Subsidiary that is not a Credit Party; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of (i) extensions of credit in the Interim Financial Statements; provided thatnature of the performance of bids, (ii) accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, trade contracts and commitments shall not be increased leases (other than by appreciation); (ecredit) 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; provided that, and (iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than e) Guaranties permitted by appreciation)Section 7.02; (f) investments consisting of any deferred portion Investments existing as of the sales price received by the Borrower or any Subsidiary Closing Date and set forth in connection with any sale of assets permitted hereunder;Schedule 7.03; and (g) loansInvestments in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one without limitation, Investments of the Guarantors with otherstype set forth in subclauses (i)-(iv) of this clause (g)); provided provided, however, that after giving effect to any such Investments, (i) the aggregate amount of Investments consisting of unimproved land holdings shall not, at any such venture is engaged exclusively in oil and gas explorationtime, development, production, processing and related activities, including transportationexceed 5% of Consolidated Total Asset Value, (ii) the interest in such venture is acquired on fair aggregate amount of Investments consisting of Mortgage Loans, notes receivables and reasonable termsmezzanine loans shall not, at any time, exceed 30% of Consolidated Total Asset Value, (iii) the aggregate amount of such loansInvestments consisting of construction in progress shall not, advances and other investments shall not at any time, exceed $5,000,000 in the aggregate, 15% of Consolidated Total Asset Value and (iv) if such investment is the aggregate amount of Property (other than cash)Investments in Unconsolidated Affiliates shall not, such transfer at any time, exceed 20% of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-outConsolidated Total Asset Value; provided, farm-infurther, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts all Investments made pursuant to the extent permitted under Section 6.14; (l) Acquisitions; provided that clauses (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15), (ii) no Event of Default exists before and after giving effect to such investment), (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisitionabove shall not, the Borrower shall be in pro forma compliance with Sections 6.17at any time, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate35% of Consolidated Total Asset Value.

Investments. The Borrower shall notNo Credit Party shall, nor shall it they permit any of its Subsidiaries Subsidiary to, make directly or permit to exist any loansindirectly, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held in the form of cash or Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments in the ordinary course of business and are payable in accordance with customary trade termsany Person that is a Credit Party prior to giving effect to such Investment; (c) creation of Investments by any additional Subsidiaries Subsidiary that is not a Credit Party in compliance with Section 6.15any other Subsidiary that is not a Credit Party; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of (i) extensions of credit in the Interim Financial Statements; provided thatnature of the performance of bids, (ii) accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, trade contracts and commitments shall not be increased leases (other than by appreciation); (ecredit) 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; provided that, and (iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than e) Guaranties permitted by appreciation)Section 7.02; (f) investments consisting of any deferred portion Investments existing as of the sales price received by the Borrower or any Subsidiary Closing Date and set forth in connection with any sale of assets permitted hereunder;Schedule 7.03; and (g) loansInvestments in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one without limitation, Investments of the Guarantors with otherstype set forth in subclauses (i)-(iv) of this clause (g)); provided provided, however, that after giving effect to any such Investments, (i) the aggregate amount of Investments consisting of unimproved land holdings shall not, at any such venture is engaged exclusively in oil and gas explorationtime, development, production, processing and related activities, including transportationexceed 5% of Consolidated Total Asset Value, (ii) the interest in such venture is acquired on fair aggregate amount of Investments consisting of Mortgage Loans, notes receivables and reasonable termsmezzanine loans shall not, at any time, exceed 20% of Consolidated Total Asset Value, (iii) the aggregate amount of such loansInvestments consisting of construction in progress shall not, advances and other investments shall not at any time, exceed $5,000,000 in the aggregate, 15% of Consolidated Total Asset Value and (iv) if such investment is the aggregate amount of Property (other than cash)Investments in Unconsolidated Affiliates shall not, such transfer at any time, exceed 20% of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-outConsolidated Total Asset Value; provided, farm-infurther, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts all Investments made pursuant to the extent permitted under Section 6.14; (l) Acquisitions; provided that clauses (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15), (ii) no Event of Default exists before and after giving effect to such investment), (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisitionabove shall not, the Borrower shall be in pro forma compliance with Sections 6.17at any time, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate30% of Consolidated Total Asset Value.

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, cause each Group Member not to make or permit to exist maintain, directly or indirectly, any loans, advances, or capital contributions to, or make any investment in (including, without limitation, Investment except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid InvestmentsInvestments existing on the date hereof and set forth on Schedule 8.3; (b) Investments in cash and Cash Equivalents; (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade and customer accounts receivable which are for goods furnished credit arising or services rendered acquired in the ordinary course of business and are payable (iii) Investments received in accordance with customary settlements in the ordinary course of business of such extensions of trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15credit; (d) the loans, advances, capital contributions, investments, and commitments Investments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts as part of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)a Permitted Acquisition; (e) investments Investments by (i) any Loan Party (other than Parent) in any other Loan Party (other than Parent), (ii) [reserved], or (iii) (x) any Loan Party in any Group Member that is not a Loan Party or (y) any Group Member in any Joint Venture; provided, that (A) any Investment consisting of loans or advances to any Loan Party above shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions satisfactory to the Administrative Agent, (B) any Investments consisting of loans or advances by any Loan Party pursuant to clause (iii) above shall be evidenced by Pledged Notes pledged by such Loan Party as Collateral pursuant to the Guaranty and Security Agreement; and (C) in the case of any Investment pursuant to clause (iii) above, (I) before and after giving effect to such Investment, no Default or Event of Default be continuing and (II) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered hereunder after giving effect to such Investment; and provided, further that any Investments pursuant to clause (iii) shall not exceed the greater of (A) $7.5 million and (B) an amount equal to (1) $7.5 million multiplied by (2) the ratio of (x) the amount of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.1 to (y) the amount of Consolidated Total Assets as of October 31, 2010, in the aggregate outstanding at any time; (f) loans or advances to employees of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $250,000 at any time; (g) any Investment by the Borrower or any of its Subsidiaries; provided, that the aggregate outstanding amount of all such Investments (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) shall not exceed (i) (x) $2.5 million, so long as before and after giving effect to such Investment, no Default or Event of Default shall be continuing or (y) $250,000 (in each case, plus any returns of capital actually received by the respective investor in respect of any Investment theretofore made by it pursuant to this clause (g), in each case, in an amount not to exceed the original amount of such Investment) plus (ii) the portion, if any, of the Equity Contribution Basket on the date of such election that the Borrower elects to apply this clause (g)(ii), provided, that with respect to any Investment made in reliance of this clause (g)(ii), no Default or Event of Default shall be continuing before or after giving effect to such Investment; (h) [reserved]; (i) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted under Section 8.4; (j) Investments resulting from pledges and deposits referred to in clause (c) of the definition of Customary Permitted Liens; (k) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fl) investments consisting Investments of any deferred portion a Subsidiary acquired after the Closing Date or of a Person merged into the sales price received Borrower or merged into or consolidated with a Subsidiary in accordance with Section 8.7 after the Closing Date 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; (m) acquisitions by the Borrower of obligations in an aggregate amount not to exceed $250,000 in any Fiscal Year of one or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships more officers or other types employees of entities (each a “venture”) entered into by the Borrower Parent, any direct or one indirect parent of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas explorationParent, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its SubsidiariesSubsidiaries in connection with such officer’s or employee’s acquisition of Stock of Parent or any direct or indirect parent of Parent, so long as (A) to the extent any party paid cash for such Stock in connection with such acquisition, Parent or such direct or indirect parent of Parent, as the case may be, made received such cash and (B) no cash is actually advanced by the Borrower or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (n) Investments by the Borrower or any Subsidiary to the extent they are financed with the proceeds of an issuance of Junior Capital permitted by Section 8.1 not later than 120 days after the receipt of such proceeds by Parent or the Borrower so long as at the time of such Investment no Default or Event of Default shall be continuing; (o) the purchase and sale of inventory in the ordinary course and to of business by the extent Borrower or any Subsidiary; and (p) any Investment by the Borrower or any of its Subsidiaries; provided, that such investment is permitted by Legal Requirements, including (to the extent applicablex) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause all such Investments (hvalued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) shall not exceed $500,000 the portion of the Available Investment Basket on the date of such election that the Borrower elects to apply to this clause (p), (y) the Borrower shall be in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply compliance on a Pro Forma Basis with the requirements Financial Performance Covenants as of Section 6.15, (ii) no Event the last day of Default exists before and the last Fiscal Quarter for which Financial Statements have been delivered hereunder after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, Investment and (ivz) after giving effect to at the time of such AcquisitionInvestment, the Borrower no Default or Event of Default shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregatecontinuing.

Investments. The Each of Parent and Borrower shall not, nor and shall it not permit any other member of its Subsidiaries the Consolidated Group to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by a member of the Consolidated Group on the Closing Date and listed on Schedule 9.02; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments held by a member of the Consolidated Group in the ordinary course form of business and are payable in accordance with customary trade termscash or cash equivalents; (c) creation advances to officers, directors and employees of a member of the Consolidated Group in an aggregate amount not to exceed $2,000,000 at any additional Subsidiaries in compliance with Section 6.15time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments of any member of the loans, advances, capital contributions, investments, and commitments made prior to Consolidated Group in any other member of the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Consolidated Group; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)extent reasonably necessary in order to prevent or limit loss; (f) investments consisting Investments in income producing Properties and assets incidental thereto (including Investments in Equity Interests of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderPersons who own such Properties and assets); (g) loans, advances Investments in unimproved land holdings and other investments construction in progress (including capital contributionsInvestments in the Equity Interests of Persons who own such unimproved land holdings and construction in progress) in general or limited partnerships or other types an aggregate amount not exceeding fifteen percent (15%) of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveTotal Asset Value; (h) investments Investments in direct ownership interests in additional Oil mortgages, mezzanine loans and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary notes receivable (including Investments in the oil Equity Interests of Persons who own such mortgages, mezzanine loans and gas exploration and production business located within the geographic boundaries notes receivable) in an aggregate amount not exceeding fifteen percent (15%) of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Total Asset Value; (i) loans or advances Investments in Unconsolidated Affiliates in an aggregate amount not exceeding twenty-five percent (25%) of Total Asset Value; and (j) additional Investments in an aggregate amount not to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002exceed $5,000,000; provided that any determination as to whether an Investment shall be permitted hereunder will be made at the aggregate outstanding amount of investments time of, and after giving effect to, such Investment; provided, further, that Investments under this clause Sections 9.02(g) through (hj) shall not exceed $500,000 in the aggregate at any time; thirty percent (j30%) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateTotal Asset Value.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries Subsidiary to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid InvestmentsInvestments by (i) the Company in any Subsidiary or any Insurance Subsidiary and (ii) any Subsidiary in the Company, any other Subsidiary of any Insurance Subsidiary; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments in the ordinary course of business and are payable in accordance with customary trade termsPermitted Investments; (c) creation of any additional Subsidiaries in compliance with Investments to consummate Acquisitions permitted by Section 6.1511.4; (d) any additional Investments, as valued at the loansfair market value of such Investment at the time each such Investment is made; provided that the amount of such Investment (as so valued) shall not cause the aggregate amount of all such Investments made pursuant to this Section 11.9(d) measured at the time such Investment is made, advancesto exceed, capital contributionsafter giving pro forma effect to such Investment, investments, the greater of (x) $50,000,000 and commitments made (y) 3.00% of Consolidated Total Assets for the Computation Period most recently ended on or prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Investment; (e) investments Guarantee Obligations constituting Debt permitted by Section 11.1; (f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fg) investments consisting Investments made as a result of the receipt of non-cash consideration from a disposition of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets asset permitted hereunder; (gh) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 Investments in the aggregate, and (iv) if such investment is form of Property (other than cash), such transfer of Property is otherwise Hedging Obligations permitted under by Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.0811.1; (i) loans or payroll, travel and similar advances to employeesdirectors, officers, directors or managers officers and employees of the Borrower Company or its Subsidiaries, as the case may be, Subsidiaries that are made in the ordinary course and of business in an aggregate amount at any one time outstanding not to exceed $5,000,000; (j) Investments to the extent the consideration paid therefor consists of Equity Interests of the Company (other than Disqualified Equity Interests); and (k) Investments held by a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with or into the Company or a Subsidiary after the Effective Date, to the extent that such investment is permitted by Legal RequirementsInvestments were not made in contemplation of or in connection with such acquisition, including (to merger or consolidation and were in existence on the extent applicable) Section 402 date of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14such acquisition, merger or consolidation; (l) Acquisitions; provided that Investments consisting of Guarantee Obligations of the Company or any Subsidiary in respect of Non-Financing Lease Obligations of the Company or any subsidiary (other than obligations with respect to Financing Lease Obligations) or of other obligations not constituting Debt, in each case entered into in the ordinary course of business; (m) Investments (i) any newly acquired Subsidiary shall promptly comply with existing on, or contractually committed to or contemplated as of, the requirements of Section 6.15, Effective Date and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no Event such modification, replacement, renewal or extension increases the amount of Default exists before and after giving such Investment except by the terms thereof in effect to such investment, on the Effective Date (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts including as a result of the Lenders is greater than accrual or equal to 5% accretion of interest or original issue discount or the Borrowing Base then in effect, and (ivissuance of pay-in-kind securities) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19or as otherwise permitted by this Section 11.9; and (mn) other loans, advances and investments not to exceed $1,000,000 in the aggregateInvestments consisting of Restricted Payments permitted by Section 11.3.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments by the Company or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made; (b) trade loans or advances to officers, directors, partners and customer accounts receivable which are employees of Holdings (or any direct or indirect parent thereof), any Intermediate Holding Company, the Company or its Restricted Subsidiaries (i) for goods furnished reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or services rendered any direct or indirect parent thereof or after a Qualifying IPO, any Intermediate Holding Company or the Lead Borrower) (provided that the amount of such loans and advances shall be contributed to the Lead Borrower in cash as common equity) and (iii) for purposes not described in the ordinary course of business foregoing clauses (i) and are payable (ii), in accordance with customary trade termsan aggregate principal amount outstanding not to exceed $15,000,000; (c) creation asset purchases (including purchases of any additional Subsidiaries in compliance inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersPersons, in each case in the ordinary course of business; (d) Investments (i) by any Loan Party in any other Loan Party, (ii) by any Subsidiary in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided that, that the aggregate amount of such investment Investments in Non-Loan Parties pursuant to clause (iv) shall not exceed in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, (A) the greater of (x) $1,000,000 250,000,000 and (y) 3.00% of Total Assets as of the last day of the most recently ended Test Period, plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other than by appreciation)credits to suppliers in the ordinary course of business; (f) investments Investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted hereunderunder Section 7.01, Section 7.03, Section 7.04, Section 7.05 (other than Section 7.05(e)) and Section 7.06, respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (g) loansInvestments consisting of any modification, advances replacement, renewal, reinvestment or extension of any Investment existing on the date hereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) 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 this Section 7.02; (h) Investments in Swap Contracts permitted under Section 7.03(g); (i) promissory notes and other investments noncash consideration received in connection with Dispositions permitted by Section 7.05; (j) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Company (including capital contributionsas a result of a merger or consolidation) in general or limited partnerships or other types of entities (each each, a “venturePermitted Acquisition”) entered into by the Borrower or one of the Guarantors with others); provided that (i) immediately before and immediately after giving Pro Forma Effect to any such venture is engaged exclusively in oil purchase or other acquisition, no Default or Event of Default shall have occurred and gas exploration, development, production, processing be continuing and related activities, including transportation, (ii) after giving Pro Forma Effect to any such purchase or other acquisition and the interest assumption or incurrence of any Indebtedness in such venture is acquired connection therewith, the Company shall be in compliance (on fair and reasonable terms, (iiia Pro Forma Basis) with the amount Financial Covenants as of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is end of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) abovethe most recent Test Period; (hk) investments the Transaction; (l) Investments in direct ownership interests the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (m) Investments (including debt obligations and Equity Interests) received in additional Oil connection with the bankruptcy or reorganization of suppliers and Gas Properties and gas gathering systems related thereto customers or related to farm-outin settlement of delinquent obligations of, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual disputes with, customers and customary suppliers arising in the oil ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (n) Investments as valued at cost at the time each such Investment is made and gas exploration including all related commitments for future Investments, in an amount not exceeding the Available Amount, provided that (x) at the time of any such Investment, no Event of Default shall have occurred and production business located within be continuing or would result therefrom, (y) at the geographic boundaries time of such Investment and after giving effect thereto and to the incurrence of any Indebtedness in connection therewith, the Company complies, on a Pro Forma Basis, with the Financial Covenants as of the United States end of America; provided that if the most recent Test Period and (z) in the case of any such Investment in an amount in excess of $50,000,000, the Lead 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, such assets are pledged as Collateral pursuant to Section 5.08demonstrating the calculation of the Available Amount; (io) advances of payroll payments to employees in the ordinary course of business; (p) loans and advances to the Lead Borrower (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to employeesthe extent permitted to be made to the Lead Borrower (or such direct or indirect parent) in accordance with Section 7.06(f) or (g); (q) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, officersmerger or consolidation and were in existence on the date of such acquisition, directors merger or managers consolidation; (r) Guarantee Obligations of the Company or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than any Cure Amount) of the Holding Company (or of the Lead Borrower or its Subsidiariesany Intermediate Holding Company or any direct or indirect parent of the Holding Company (or any other entity permitted to issue Equity Interests pursuant to a Qualifying IPO) after a Qualifying IPO, or such Intermediate Holding Company or such direct or indirect parent of the Holding Company (or such other entity) as the case may be); (t) other Investments in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $150,000,000 and (y) 1.75% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (u) Investments in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $100,000,000 and (y) 1.25% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (v) client advances or deposits received in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any timebusiness; (jw) Debt permitted under Section 6.02(g); (k) Hedge Contracts contributions to a “rabbi” trust for the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with benefit of employees or other grantor trust subject to claims of creditors in the requirements case of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts a bankruptcy of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19Company; and (mx) other loans, advances and investments not Investments by an Unrestricted Subsidiary entered into prior to exceed $1,000,000 in the aggregateday such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary.”

Investments. The Each of Group and the Borrower shall will not, nor shall it and will not permit any of its respective Subsidiaries to, directly or indirectly make or permit to exist maintain any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investment except: (a) Liquid Investments; (bi) trade Investments by any Warnaco Entity in any Warnaco Entity in an amount not exceeding the amount outstanding on the Closing Date and customer accounts receivable which are as set forth on Schedule 8.3, and (ii) additional Investments by (A) any Warnaco Entity in a Loan Party, (B) any Warnaco Entity that is not a Loan Party in any other Warnaco Entity, and (C) any Loan Party in a Warnaco Entity that is not a Loan Party (1) to the extent required by applicable law to fulfill statutory capital requirements in a maximum aggregate amount up to $10,000,000, and (2) solely for goods furnished or services rendered the purposes of funding (x) the operations of such Foreign Subsidiary (including Standby Letters of Credit Issued for the benefit of such Foreign Subsidiaries), not to exceed in the ordinary course of business aggregate $25,000,000 at any time outstanding under this subclause (a)(ii)(C)(2)(x), and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (dy) the loans, advances, capital contributions, investments, repayment of Indebtedness owed by such Warnaco Entity to any Loan Party and commitments made prior (3) to the date hereof extent necessary for such entity to pay taxes that are due and identified payable; provided, that in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased each case (other than investments made as capital contributions pursuant to subclause (ii)(C)(1)) such Investment shall be evidenced by appreciation); (e) investments received a promissory note in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts form and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related substance satisfactory to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, the Collateral Agent shall have a perfected security interest in such assets are pledged promissory note and no Event of Default shall have occurred and be continuing at the time such Investment is made or would result therefrom; provided, further, that in the case of investments made as Collateral capital contributions pursuant to Section 5.08; subclause (iii)(C)(1) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and such Investment shall be permitted only to the extent that substantially concurrently with such investment is permitted by Legal Requirements, including (to Investment the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) Borrower shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply have complied with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.7.11(b)

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, (x) make or permit hold any direct or indirect investment in any Person, including capital contributions to exist the Person, investments in or the acquisition of the debt or equity securities or other Equity Interests of the Person, (y) make or hold any loans, advancesguaranties, trade credit, or capital contributions to, or make any investment in (including, without limitation, the making other extensions of any Acquisition), or purchase or commit credit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties(z) make an Acquisition, except:other than the following (collectively, the “Permitted Investments”): (a) Liquid Investmentsinvestments existing on the Closing Date and described on Schedule 6.3; (b) investments in the form of trade and customer accounts receivable which are for goods furnished or services rendered credit to customers of a Credit Party arising in the ordinary course of business and are payable in accordance with customary trade termsrepresented by accounts from such customers; (c) cash and Liquid Investments; (d) investments, loans, advances and equity contributions by a Credit Party in or to any other Credit Party; (e) creation of any additional Subsidiaries domiciled in the U.S. in compliance with Section 6.155.6 and Schedule III; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (ei) investments received in connection with the bankruptcy or reorganization ofand acquisitions of direct ownership interests in Oil and Gas Properties, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in crude oil and gas exploration, development, production, processing gathering systems and related activities, including transportationequipment, (ii) the interest in such venture is acquired on fair investments and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or acquisitions related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaAmerica and (iii) subject to Section 6.11 hereof, acquisitions of any other assets or Property not described in clause (i) or (ii) above; provided that that, in the case of any of clauses (i), (ii) or (iii) unless otherwise indicated, (x) if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to the extent required by Section 5.085.7; (y) any such investments are not investments in a Person, and (z) in the case of clauses (i) and (ii) above only, no Event of Default or Borrowing Base Deficiency shall exist after giving effect thereto; (g) investments received by the Borrower and its Subsidiaries in connection with Asset Sales permitted by Section 6.8; (h) guarantees permitted by Section 6.1; (i) Hedging Arrangements to the extent permitted under Section 6.15; (j) loans or advances by any Credit Party to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, employees made in the ordinary course of business (including travel, entertainment and relocation expenses) in an aggregate amount not to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to Investments in the extent permitted under Section 6.14ordinary course of business consisting of (i) endorsements for collection or deposit or (ii) customary trade arrangements with customers; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with Investments received in satisfaction or partial satisfaction thereof from financial troubled account debtors to the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect extent reasonably necessary in order to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than prevent or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19limit loss; and (m) other loans, advances and investments Investments not otherwise permitted by the foregoing clauses in an amount not to exceed $1,000,000 in the aggregateaggregate outstanding at any one time. provided that this Section 6.3 shall not prohibit a merger or consolidation among the Credit Parties so long as such merger or consolidation is otherwise permitted under Section 6.7.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestment, except: (a) Liquid Investments(i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.3, (iii) Investments made after the Closing Date by any Credit Party in any other Credit Party, (iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary and (v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party; (b) trade Investments in cash and customer accounts receivable which are for goods furnished Cash Equivalents; (c) Investments by the Borrower or services rendered any of its Subsidiaries consisting of capital expenditures permitted by this Agreement; (d) deposits made in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation to secure the performance of any additional Subsidiaries in compliance with leases or other obligations as permitted by Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)7.2; (e) investments received purchases of assets in connection with the bankruptcy or reorganization of, or settlement ordinary course of delinquent accounts and disputes with, business; (f) Guarantees permitted pursuant to Section 7.1; (g) extensions of credit by any of the Credit Parties relating to the sale of goods and/or services to customers and suppliers, in each case in the ordinary course of business; and (h) in addition to those items provided above, (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding (provided, that for purposes of clarification, this $10,000,000 amount is an addition to and not including those amounts as listed in clauses (a) through (g) above and amounts incurred under clause (h)(ii)), and (ii) additional Investments; provided that, with respect to this clause (ii), (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) at the aggregate time of such Investment and after giving pro forma effect thereto and any Indebtedness incurred in connection therewith, the Consolidated Total Leverage Ratio is less than or equal to 2.25 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Lender pursuant to Section 6.1(a) or (b). For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.3, such investment amount shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) be deemed to be the amount of such loansInvestment when made, advances and other investments shall not exceed $5,000,000 purchased or acquired (without adjustment for subsequent increases or decreases in the aggregatevalue of such Investment) less any amount realized in respect of such Investment upon the sale, and collection or return of capital (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateoriginal amount invested).

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or Person, including any Oil and Gas Properties or activities related to Oil and Gas PropertiesJoint Venture, except: (a) Liquid InvestmentsInvestments in Cash and Cash Equivalents; (b) trade Investments owned as of the Restatement Date in the Borrower or any Subsidiary thereof; (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and customer (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Borrower and its Subsidiaries; (d) Investments made after the Closing Date in any Subsidiary of Holdings, provided that (i) any Investment that is an intercompany loan or advance shall be permitted under Section 6.1(b) and (ii) Investments by Credit Parties in Non-Guarantor Subsidiaries shall not exceed an aggregate outstanding amount at any time equal to $1,000,000; (e) capital contributions made by Holdings in the Borrower after the Closing Date; (f) advances of payroll payments to employees of the Borrower or any Subsidiary in the ordinary course of business; (g) Permitted Acquisitions; (h) Investments existing as of the Restatement Date described in Schedule 6.6 (but no increases or additional Investments thereunder); (i) Hedging Agreements which constitute Investments entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (j) Investments comprised of Indebtedness permitted by Section 6.1(g); (k) Investments constituting Transferred Assets; (l) Investments made after the Closing Date so long as (i) no Event of Default has occurred and is continuing or would result therefrom (subject to, in the case of a Limited Condition Transaction, Section 1.4(f)) and (ii) the Total Leverage Ratio, on a Pro Forma Basis after giving effect to such Investment, would not exceed 4.00:1.00 as of the last day of the most recently ended Test Period; (m) Investments received as the non-cash or deferred portion of consideration received in connection with transactions permitted pursuant to Section 6.8(c); (n) Investments constituting (i) accounts receivable which are for arising, (ii) trade debt granted, (iii) deposits made in connection with the purchase price of goods furnished or services rendered or (iv) settlements received, in each case, in the ordinary course of business; (o) the maintenance of deposit accounts, securities accounts and commodity accounts in the ordinary course of business; (p) xxxxxxx money deposits made in connection with any Investment permitted pursuant to this Section 6.6 that results in a Person becoming a Subsidiary of Holdings (including any Permitted Acquisition); (q) Investments of any Person in existence at the time such Person becomes a Subsidiary of Holdings or consolidates or merges with any Credit Party or any Subsidiary of a Credit Party; provided that such Investment was not made in connection with or in anticipation of such Person becoming a Subsidiary of Holdings or of such consolidation or merger; (r) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (s) deposits of cash or Cash Equivalents in the ordinary course of business to secure performance of (i) operating leases and (ii) other Contractual Obligations that do not constitute Indebtedness for borrowed money; (t) Investments made by Operating Credit Parties and their respective Subsidiaries in a type of business not prohibited by Section 6.12 to the extent that payment for such Investments is made solely with any cash capital contribution or the Net Equity Proceeds from the sale or issuance of Equity Interests (other than Disqualified Equity Interests and any Equity Cure Contributions) received or made by Holdings (or any direct or indirect parent thereof) and contributed to an Operating Credit Party, to the extent Not Otherwise Applied; (u) Investments consisting of (i) the non-exclusive licensing, sublicensing, or contribution of Intellectual Property in the ordinary course of business and are payable not interfering in accordance any material respect with customary trade termsthe ordinary conduct of or the value of the business of Holdings and its Subsidiaries, and (ii) the licensing of Intellectual Property on an exclusive basis with respect to particular geographic areas and particular product categories, so long as such exclusive licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business of Holdings and its Subsidiaries; (cv) creation Investments consisting of any additional non-cash loans made by Holdings or its Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided thatbusiness to officers, the aggregate amount directors (or comparable Persons) and employees of a Credit Party or any of its Subsidiaries (whether or not currently serving as such) which are used by such investment shall not exceed $1,000,000 Persons to purchase simultaneously Equity Interests of Holdings (other than by appreciationor any of its direct or indirect parent entities); (fw) investments consisting of any deferred portion of to the extent constituting Investments, (i) pledges, deposits and Liens permitted by Section 6.2 and (ii) fundamental changes and asset sales price permitted by Section 6.8 (other than Section 6.8(f)); (x) promissory notes and other non-cash consideration that is permitted to be received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderDispositions; (gy) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08[reserved]; (i) loans Investments made with the proceeds of any cash capital contributions or advances net cash proceeds contributed by Holdings to employees, officers, directors or managers the Borrower in respect of Permitted Equity Issuances of Holdings so long as such Investments are made substantially contemporaneously with the receipt by the Borrower of such proceeds from Holdings and are Not Otherwise Applied and (ii) Investments of the Borrower or its Subsidiaries, as type described in clauses (i) and (ii) of the case may be, made definition of “Investment” the consideration for which is paid solely in the ordinary course and to the extent form of Equity Interests (other than Disqualified Equity Interests) of Holdings; and (aa) other Investments that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall do not exceed $500,000 in the aggregate at any time; time outstanding the sum of (i) the greater of $2,500,000 and 7.5% of Consolidated EBITDA as of the most recently ended Test Period, determined as of the date of such Investment, plus (ii) the Available Amount immediately prior to giving effect to such Investment. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 6.4. Notwithstanding anything to the contrary contained in this Section 6.6, (a) at no time shall the aggregate amount of Investments made by Credit Parties in Non-Guarantor Subsidiaries on or after the Amendment No. 2 Effective Date (as defined in the Original Credit Agreement) pursuant to clauses (d), (g), (j), (l) Debt permitted under Section 6.02(g(except, in the case of clause (l); (k) Hedge Contracts , to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15Total Leverage Ratio, (ii) no Event of Default exists before and on a Pro Forma Basis after giving effect to such investmentInvestment, would not exceed 3.00:1.00 as of the last day of the most recently ended Test Period) and (iiiaa) immediately after giving effect to such Acquisitionof this Section 6.6 exceed $1,000,000 (as used herein, the aggregate Unused Commitment Amounts “Non-Guarantor Cap”) (it being agreed and understood that Investments made by Credit Parties in Non-Guarantor Subsidiaries pursuant to clause (z) shall not be subject to the Non-Guarantor Cap) and (b) no Permitted Acquisition or other Investment permitted pursuant to this Section 6.6 shall be made with Permitted Acquisition Consideration that includes any “earn-out” or other agreement to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business, if the payment thereof (including, for the avoidance of doubt, such “earn-out” or other agreement to make any payment) would cause the Total Leverage Ratio, tested on the closing date for such Permitted Acquisition or other Investment, on a pro forma basis assuming that such payment (including, for the avoidance of doubt, such “earn-out” or other agreement to make any payment) is being made on the closing date for such Permitted Acquisition or other Investment in accordance with the agreement governing such Permitted Acquisition or Investment, to be greater than 4.50:1.00. For purposes of determining compliance with this Section 6.6, in the event that any Investment (or any portion thereof) meets the criteria of more than one of the Lenders is greater than or equal to 5% of the Borrowing Base then categories set forth in effect, and (iv) after giving effect to such Acquisitionthis Section 6.6, the Borrower may, in its sole discretion, on the date of such Investment, divide or classify (but, for the avoidance of doubt, not reclassify on any later date) such Investment (or any portion thereof) in any manner that complies with any category in this Section 6.6. For purposes of determining compliance with any Dollar-denominated (or grower based on Consolidated EBITDA, if greater) restriction on the making of Investments in compliance with this Section 6.6, the Dollar equivalent amount of the Investment denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in effect on the aggregatedate such Investment was made.

Investments. The Borrower shall Such Obligor will not, nor shall it and will not permit any of its Subsidiaries to, make make, directly or indirectly, or permit to exist remain outstanding any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investments except: (ai) Liquid InvestmentsInvestments outstanding on August 28, 2015 and identified in Schedule 9.05 of the Non-Convertible Credit Facility Agreement; (bii) trade and customer operating deposit accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsbanks; (ciii) creation extensions of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts sales of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy goods or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case services in the ordinary course of business; ; (iv) Permitted Cash Equivalent Investments; (v) Investments by any Obligor (A) in Issuer or in Holdings, (B) in any Guarantor directly or indirectly wholly-owned by Issuer or Holdings (for greater certainty, Issuer and Holdings shall not be permitted to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries, other than as set forth on Schedule 7.12 of the Non-Convertible Credit Facility Agreement or as permitted under Section 9(e)(xi)), (C) in any Subsidiary of Issuer or Holdings that is not a Guarantor (provided that, that the aggregate amount of such investment Investments under this clause (C) shall not exceed at any time $1,150,000); provided, in each case, that immediately prior, and after giving effect, to such Investment, no Default shall have occurred and be continuing or would result therefrom; (vi) Hedging Agreements entered into in the ordinary course of Issuer’s financial planning solely to hedge currency risks (and not for speculative purposes) and in an aggregate notional amount for all such Hedging Agreements not in excess of $287,500 (or the Equivalent Amount in other currencies); (vii) Investments consisting of security deposits with utilities and other like Persons made in the ordinary course of business; (viii) employee loans, travel advances and guarantees in accordance with such Obligor’s usual and customary practices with respect thereto (if permitted by applicable law) which in the aggregate shall not exceed $1,000,000 1,150,000 outstanding at any time (or the Equivalent Amount in other than by appreciationcurrencies); (fix) investments consisting of any deferred portion of the sales price Investments received by the Borrower or any Subsidiary in connection with any sale Insolvency Proceedings in respect of assets permitted hereunderany customers, suppliers or clients and in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; (gx) loansInvestments permitted under Section 9(c); and (xi) Investments, advances and other investments (including capital contributions) made in general cash or limited partnerships assets, for the purpose of commercializing any Product or other types of entities (each a “venture”) entered into any current or future product developed, manufactured, licensed, marketed or sold by the Borrower or one of the Guarantors with othersany Obligor; provided that (i) any immediately prior, and after giving effect, to such venture is engaged exclusively in oil Investment, no Default shall have occurred and gas explorationbe continuing or would result therefrom, development, production, processing and related activities, including transportation, (ii) the interest aggregate amount (in such venture is acquired on cash or fair and reasonable terms, (iiimarket value of assets) the amount of such loans, advances and other investments Investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 5,750,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15since August 28, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate2015.

Investments. The Borrower shall notNo Loan Party shall, nor shall it permit any of its Subsidiaries todirectly or indirectly, make or permit to exist maintain any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investment except: : (a) Liquid Investments; Investments permitted by Section 6.1, 6.3 or 6.4; (b) trade Investments outstanding on the date hereof and customer accounts receivable listed in Schedule 6.2; (c) Investments in Cash Equivalents and Permitted Investments which are subject to a first priority perfected Lien of Agent for goods furnished the benefit of Lenders, provided that the aggregate outstanding principal amount of such Cash Equivalents and Permitted Investments shall not exceed (x) $20,000,000 any time during which Revolving Credit Advances are outstanding and (y) $0, at any time after Agent has the right to deliver an Activation Notice (whether or services rendered not such Activation Notice has been delivered or rescinded) in accordance with Annex B; (d) Investments representing stock or obligations issued to any Loan Party in settlement of claims against any other Person by reason of a composition or readjustment of debt or reorganization of any debtor of any Loan Party; (e) Investments represented by deposits into the Concentration Account, the Blocked Accounts, the Disbursement Accounts and other bank accounts of such Loan Party to the extent permitted hereunder; (f) Interest Rate Agreements not prohibited by Section 6.17 hereof; (g) at any time after the consummation of the Merger, Investments by way of the acquisition of Stock or assets in each case constituting Permitted Acquisitions in an aggregate amount not to exceed $30,000,000 (including any Indebtedness assumed pursuant to Section 6.3(i)) in any Fiscal Year; provided that, in any event, (i) immediately prior to, and immediately after giving effect to, such Investment, Excess Availability is greater than $50,000,000, and (ii) none of the Inventory acquired in connection with such Permitted Acquisition shall be included in the Borrowing Base unless and until the Agent has conducted a collateral audit and appraisal thereon satisfactory to it and has made appropriate adjustments, if any, to the Reserves and/or the definition of Eligible Inventory, and (h) deposits made in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received required 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateLeases.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by the Parent or such Subsidiary in the form of Cash Equivalents; (b) trade Investments existing as of the Closing Date and customer accounts receivable which are for goods furnished or services rendered set forth in Schedule 8.02 to the ordinary course of business and are payable in accordance with customary trade termsDisclosure Letter; (c) creation Investments consisting of advances or loans to directors, officers, employees, agents, customers or suppliers in an aggregate principal amount (including Investments of such type set forth in Schedule 8.02 to the Disclosure Letter) not to exceed $10,000,000 at any additional Subsidiaries time outstanding; provided, that all such advances must be in compliance with Section 6.15;applicable Laws, including, but not limited to, the Xxxxxxxx-Xxxxx Act of 2002. (d) Investments (whether constituting Acquisitions or otherwise) in Subsidiaries of the loansParent (or Persons that will, advancesimmediately upon the consummation of such Investment, capital contributionsbe Subsidiaries of the Parent) or in the assets of such Persons, investments, and commitments made prior to the date hereof and identified extent such Investments are made in Persons or Property relating to the Interim Financial Statements; provided that, the respective amounts types of such loans, advances, capital contributions, investments, and commitments shall businesses which are not be increased (other than prohibited by appreciation)Section 8.07 hereof; (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation);or (f) investments consisting Investments (whether constituting Acquisitions or otherwise) in Persons that are Unconsolidated Affiliates (or that will, immediately upon the consummation of any deferred portion such Investment, be an Unconsolidated Affiliate) or in the assets of such Persons, to the sales price received extent such Investments are made in Persons or Property relating to the types of businesses which are not prohibited by Section 8.07 hereof; provided, however, that in the aggregate such Investments by the Borrower or any Subsidiary and the other Loan Parties in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements Persons 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; provided that if requested by the Administrative Agent, such assets are pledged as Collateral Unconsolidated Affiliates (whether made pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (hf) or any other clause of this Section 8.02) shall not exceed $500,000 in the aggregate not, at any time; , exceed an amount equal to fifteen percent (j15.0%) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitionsof Consolidated Total Asset Value; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15provided, (ii) no Event of Default exists before and after giving effect to such investmentfurther, (iii) immediately after giving effect to such Acquisitionthat, the aggregate Unused Commitment Amounts in each case, Persons which become Unconsolidated Affiliates by reason of the Lenders is greater than or equal to 5% sale of an interest in any assets existing as of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower Closing Date shall be in pro forma compliance with Sections 6.17, 6.18 excluded from this calculation and 6.19; and (m) other loans, advances and investments shall not be limited pursuant to exceed $1,000,000 in the aggregatethis Section 8.02.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by the Borrower and its Restricted Subsidiaries in the form of Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished Investments made by the Borrower or services rendered any Restricted Subsidiary in the ordinary course Borrower or any other Restricted Subsidiary (other than a Securitization Entity or a Restricted Subsidiary in which an Affiliate of business the Borrower that is not a Restricted Subsidiary holds a minority interest); provided that (i) any such Investment by a Loan Party in the nature of Indebtedness shall be evidenced by a promissory note pledged to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the Collateral Documents, (ii) the outstanding amount at any time of such Investments made in Restricted Subsidiaries that are not Loan Parties by Loan Parties shall not exceed the greater of (A) $40,000,000 and are payable (B) 2.5% of Total Assets (it being understood that if such Total Asset test is satisfied at the time of such Investment, this provision shall not be deemed to be violated solely as a result of any decline in accordance the Total Assets after the date of such Investment) and (iii) in the case of Investments in non-Loan Parties by Loan Parties, at the time of such Investment, the Borrower will be in compliance with customary trade termsthe financial covenants set forth in Section 7.11 on a pro forma basis and no Default or Event of Default shall have occurred and be continuing after giving effect thereto; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments 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; provided that; (d) advances and loans to officers, directors and employees of the Borrower and its Restricted Subsidiaries made in the ordinary course of business in an aggregate amount not to exceed $10,000,000 (determined without regard to any write-downs or write-offs of such investment shall loans and advances) and advances in the ordinary course of business of payroll payments to employees; (e) Investments by the Borrower in Swap Contracts that are not exceed $1,000,000 (other than by appreciation)speculative in nature; (f) investments consisting of any deferred portion of the sales price received by Investments in receivables owing to the Borrower or any Subsidiary a Restricted Subsidiary, if created or acquired in connection the ordinary course of business and payable or dischargeable in accordance with any sale customary trade terms (including the dating of assets permitted hereunderreceivables) of the Borrower or such Restricted Subsidiary; (g) loans, advances and other investments (including capital contributions) Investments by the Borrower in general the nature of obligations of one or limited partnerships more officers or other types employees of entities the Borrower or its Restricted Subsidiaries in connection with such officers’ or employees’ acquisition of Equity Interests of the Borrower; (each h) Investments consisting of non-cash consideration issued by the purchaser of assets in connection with a “venture”sale of such assets to the extent permitted by Section 7.04; (i) entered into Investments existing on the date hereof and set forth on Schedule 7.03; (j) Guarantees permitted by Section 7.02; (k) Investments that are made with the proceeds of substantially concurrent Excluded Contributions; (l) the sale or transfer of all or substantially all of the assets of Daramic LLC related to its operations in Norderstedt, Germany, to any Restricted Subsidiary that is a Wholly Owned Subsidiary; (m) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m) that are at that time outstanding, not to exceed at the time of such Investment the greater of (A) $32,000,000 and (B) 2.0% of Total Assets (provided that any investments in joint ventures pursuant to this clause (m) will not exceed the greater of (A) $28,000,000 and (B) 1.75% of Total Assets); (n) Investments in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest or interests in receivables and related assets generated by the Borrower or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Securitization Transaction or any such Person owning such receivables; (o) Investments the payment for which consists exclusively of Qualified Equity Interests; (p) any Investment in any Person to the extent it consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business; (q) Investments in Unrestricted Subsidiaries not to exceed $5,000,000 at any one time outstanding (without limiting the ability to make Investments in Unrestricted Subsidiaries pursuant to any other applicable provision of this Section 7.02); (r) Investments in any other Person (including any such Investment that flows through one or more Subsidiaries before being conveyed to such Person) or acquisitions of business units (including by means of any transfer of cash or other property) if as a result of such Investment such other Person shall become a Restricted Subsidiary of the Guarantors Borrower or, in the case of an acquisition of a business unit, such business unit will be owned by a Restricted Subsidiary of the Borrower (in each case other than a Securitization Entity or a Restricted Subsidiary in which an Affiliate of the Borrower that is not a Restricted Subsidiary holds a minority interest) or that will merge with others; or consolidate into the Borrower or a Restricted Subsidiary (other than a Securitization Entity or a Restricted Subsidiary in which an Affiliate of the Borrower that is not a Restricted Subsidiary holds a minority interest), provided that (i) any each Investment pursuant to this clause (r) shall have been approved by the relevant governing body of such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationPerson or a parent thereof, (ii) at the interest in such venture is acquired on fair and reasonable terms, (iii) the amount time of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of Investment the Borrower or and its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall Restricted Subsidiaries will be in pro forma compliance with Sections 6.17each of the financial covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, 6.18 if prior to any such delivery, as of the date of the Audited Financial Statements) and 6.19no Default or Event of Default shall have occurred and be continuing after giving effect thereto and (z) the aggregate amount of Investments made pursuant to this clause (r) in, or that will be held by, non-Wholly Owned Subsidiaries shall not exceed at the time of such Investment the greater of (A) $40,000,000 and (B) 2.5% of Total Assets; (s) the Borrower and its Restricted Subsidiaries may make Investments so long as at the time of such Investment, (i) no Default shall exist or would result from such Investment and (ii) after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Leverage Ratio is less than 3.00 to 1.00; and (mt) other loans, advances and investments Investments of the Borrower or any of its Restricted Subsidiaries the aggregate amount of which does not to at any time exceed $1,000,000 in the aggregateCumulative Available Amount that is Not Otherwise Applied.

Investments. The Borrower shall notNo Credit Party shall, nor shall it they permit any of its Subsidiaries Subsidiary to, make directly or permit to exist any loansindirectly, advances, or capital contributions to, or make any investment Investments, except: (a) Investments held in the form of cash or Cash Equivalents; (b) Investments in any Person that is a Credit Party prior to giving effect to such Investment; (c) Investments by any Subsidiary that is not a Credit Party in any other Subsidiary that is not a Credit Party; (d) Investments consisting of (i) extensions of credit in the nature of the performance of bids, (ii) accounts receivable or notes receivable arising from the grant of trade contracts and leases (other than credit) in the ordinary course of business, and (iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (e) Guaranties permitted by Section 7.02; (f) Investments existing as of the Closing Date and set forth in Schedule 7.03; and (g) Investments in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, without limitation, the making purchase of Capital Stock and other Investments of the type set forth in subclauses (i)-(iv) of this clause (g)); provided, however, that after giving effect to any Acquisition)such Investments, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (ai) Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments Investments consisting of unimproved land holdings shall not, at any deferred portion time, exceed 5% of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationConsolidated Total Asset Value, (ii) the interest in such venture is acquired on fair aggregate amount of Investments consisting of Mortgage Loans, notes receivables and reasonable termsmezzanine loans shall not, at any time, exceed 15% of Consolidated Total Asset Value, (iii) the aggregate amount of such loansInvestments consisting of construction in progress shall not, advances and other investments shall not at any time, exceed $5,000,000 in the aggregate, and 10% of Consolidated Total Asset Value (iv) if such investment is the aggregate amount of Investments in Unconsolidated Affiliates shall not, at any time, exceed 10% of Consolidated Total Asset Value and (v) the aggregate amount of Investments in Real Property (other than cash)Assets that are not Healthcare Facilities shall not, such transfer at any time, exceed 15% of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-outConsolidated Total Asset Value; provided, farm-infurther, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause all Investments made pursuant to clauses (hi), (ii), (iii), (iv) and (v) above shall not exceed $500,000 in the aggregate not, at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5exceed 25% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateConsolidated Total Asset Value.

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make or permit to exist hold any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held in the form of cash or Cash Equivalents; (b) trade intercompany loans and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsadvances among Consolidated Parties; (c) creation Investments in Ground Net Leases (including through the purchase or other acquisition of all of the Equity Interests of any additional Subsidiaries in compliance with Section 6.15Person that owns a Ground Net Lease); (d) Investments in unimproved land holdings (including through the loans, advances, capital contributions, investments, and commitments made prior to purchase or other acquisition of all of the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts Equity Interests of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationany Person that owns unimproved land holdings); (e) investments received Investments consisting of commercial mortgage or mezzanine loans (whether originated or acquired by a Consolidated Party); (f) Investments in connection with Investment Affiliates (including through the bankruptcy purchase or reorganization ofother acquisition of Equity Interests in any Investment Affiliate); (g) Investments in Unrestricted Subsidiaries not to exceed at any time outstanding the greater of $200,000,000 and 3.00% of Total Asset Value; (h) Guarantees permitted by Section 7.03; (i) Investments in Swap Contracts to the extent resulting in Indebtedness permitted under Section 7.03; (j) Loans and advances to officers and employees for moving, or settlement of delinquent accounts entertainment, travel and disputes with, customers and suppliers, in each case other similar expenses in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation);and (fk) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with othersInvestments; provided that at the time of the incurrence of Investment and immediately after giving effect thereto (i) any such venture no Event of Default has occurred and is engaged exclusively in oil continuing or would result therefrom and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest Loan Parties are in such venture is acquired compliance, on fair and reasonable termsa pro forma basis, (iii) with the amount provisions of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 20027.11; provided that the aggregate outstanding amount of investments under this all Investments of the type described in clause (he) of this Section 7.02 shall not exceed $500,000 in the aggregate at any time; time exceed 10% of Total Asset Value; provided, further, that notwithstanding the foregoing, in no event shall (jx) Debt permitted under any Investment of the types described in Section 6.02(g); 7.02(c) through (ke) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that be consummated if, (i) immediately before or immediately after giving effect thereto, an Event of Default shall have occurred and be continuing or would result therefrom (except with respect to the performance of any newly acquired Subsidiary shall promptly comply with acquisition agreement entered into prior to the requirements occurrence of Section 6.15, any Default hereunder that results in an Investment of not more than $25,000,000) or (ii) no Event the Loan Parties would not be in compliance, on a pro forma basis, with the provisions of Default exists before and Section 7.11 or (y) the Guarantor make an Investment in any Unrestricted Subsidiary using the proceeds of any Investment that the Borrower or a Restricted Subsidiary has made in the Guarantor pursuant to this Section 7.02. For purposes of this Section 7.02, determinations of whether an Investment is permitted will be made after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateInvestment.

Investments. The Borrower shall Holdings and the Borrowers will not, nor shall it and will not permit any of its their Subsidiaries to, make make, incur, assume or permit suffer to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, except: (a) Liquid Investments existing on the Effective Date and identified in Item 7.2.6(a) (“Ongoing Investments”) of the Disclosure Schedule; (b) trade Investments in the form of cash and customer accounts receivable which Cash Equivalent Investments; (c) without duplication, Investments permitted as Capital Expenditures pursuant to Section 7.2.5; (d) Investments comprising the Equity Interests of Subsidiaries of Holdings set forth in Item 6.8 (“Initial Capitalization”) of the Disclosure Schedule and other Investments from time to time in Subsidiaries of Holdings; provided that the aggregate amount of Investments made after the Effective Date by Loan Parties in Subsidiaries of Holdings that are for goods furnished not Loan Parties pursuant to this clause and clauses (e) and (j) shall not exceed (i) $7,500,000 in any Fiscal Year or services rendered (ii) $20,000,000 in the aggregate during the term of this Agreement (without regard to any write-down or write-offs); (e) intercompany loans and Contingent Liabilities permitted by clause (d) or (k) of Section 7.2.2; provided that the aggregate amount of such Investments made after the Effective Date by Loan Parties in Subsidiaries of Holdings that are not Loan Parties pursuant to this clause and clauses (d) and (j) shall not exceed (i) $7,500,000 in any Fiscal Year or (ii) $20,000,000 in the aggregate during the term of this Agreement (without regard to any write-down or write-offs); (f) notes payable or Equity Interests, in each case issued by account debtors, to the Borrowers or any of their Subsidiaries in good faith settlement of delinquent obligations and pursuant to any plan of reorganization or similar proceeding upon the bankruptcy, insolvency, court protection or reorganization of any such account debtor; (g) Investments in the form of Swap Agreements permitted by Section 7.1.7; (h) advances in the ordinary course of business to the employees, officers and are payable in accordance with customary trade termsdirectors of the Borrowers and their Subsidiaries; provided that the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs) shall not exceed $5,000,000; (ci) creation non-cash loans, advances or guarantees (other than withholding for Taxes) in the ordinary course of any additional business for the purpose of financing the purchase of Equity Interests of Holdings by employees of either Borrower or their Subsidiaries in compliance with Section 6.15pursuant to employee stock purchase or stock option plan; (dj) Contingent Liabilities by the loans, advances, capital contributions, investments, Borrowers and commitments made prior their Subsidiaries with respect to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased leases (other than by appreciation); (eCapitalized Lease Liabilities) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case other obligations that do not constitute Indebtedness that are entered into in the ordinary course of business; provided that, that the aggregate amount of such investment shall Investments made after the Effective Date by Loan Parties in Subsidiaries of Holdings that are not exceed $1,000,000 Loan Parties pursuant to this clause and clauses (other than by appreciation); (fd) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (he) shall not exceed (i) $500,000 7,500,000 in any Fiscal Year or (ii) $20,000,000 in the aggregate at during the term of this Agreement (without regard to any time; (j) Debt permitted under Section 6.02(gwrite-down or write-offs); (k) Hedge Contracts to Investments in the extent permitted under Section 6.14ordinary course of business consisting of prepaid expenses; (l) Permitted Acquisitions; (m) the reinvestment of Net Disposition Proceeds or Net Insurance Proceeds pursuant to clause (g) of Section 3.1.2; (n) Investments held by a Subsidiary of Holdings acquired after the Effective Date or of a Person merged, amalgamated or consolidated with or into any Borrower or any of their Subsidiaries, in each case in accordance with this Section and Section 7.2.9, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (o) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; provided that and (p) in addition to Investments otherwise expressly permitted above in this Section, Investments by the Borrowers or any of their Subsidiaries in an aggregate amount not to exceed at any time outstanding (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, $10,000,000 plus (ii) no Event any cash returns or repayments in respect of Default exists such Investments; provided, that both immediately before and after giving effect to each such investmentInvestment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts no Default or Event of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, Default shall have occurred and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregatecontinuing.

Investments. The Borrower shall not, nor shall it Credit Parties will not permit any of its Subsidiaries to, Consolidated Party to make or permit to exist have any loansInvestments after the Closing Date, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptexcept for: (a) Liquid InvestmentsInvestments in any Credit Party; (b) trade Investments consisting of cash and customer Cash Equivalents; (c) Investments consisting of accounts receivable which are for goods furnished created, acquired or services rendered made by any Consolidated Party in the ordinary course of business and are payable or dischargeable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loansInvestments consisting of Capital Stock, advancesobligations, capital contributions, investments, and commitments made prior to the date hereof and identified securities or other property received by any Consolidated Party in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case receivable (created in the ordinary course of business; provided that, the aggregate ) from bankrupt obligors or guarantors of bankrupt obligors; (e) Investments consisting of loans or advances to Tenants in an amount of such investment shall not to exceed $1,000,000 (other than by appreciation)25,000,000.00 in the aggregate; (f) investments Investments consisting of any deferred portion advances or loans to employees existing as of the sales price received by date hereof and additional such Investments made following the Borrower or any Subsidiary date hereof that do not, in connection with any sale the aggregate, exceed the sum of assets permitted hereunder$100,000.00; (g) loansInvestments entered into in connection with a Term Securitization permitted and contemplated hereunder; (h) Investments in non-wholly owned general and limited partnerships, advances joint ventures and other investments Persons which are not corporations (including capital contributionsexcluding such Investments in existence as of the date hereof), the aggregate book value of which constitutes less than five percent (5%) of Total Tangible Assets; (i) Investments in general or limited partnerships or other types Development Activities; provided, that (i) the aggregate amount of entities (each a “venture”) entered into Investments made by the Borrower or Consolidated Parties with respect to such Development Activities shall not, at any one time, exceed $15,000,000.00 and (ii) all costs and expenses associated with all existing Development Activities (budget to completion) shall be included in determining the aggregate Investment of the Guarantors Consolidated Parties with othersrespect to such activities; (j) Investments consisting of loans to Persons who have or are purchasing real property from a Consolidated Party; provided that (i) any the total aggregate amount of such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationloans shall not exceed $45,000,000.00, (ii) the interest in such venture is acquired loans shall be made on fair a secured basis and reasonable terms, (iii) the amount of such loans, advances loans shall be made on commercially reasonable terms and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate require at any time; (j) Debt permitted under Section 6.02(g)least 10% cash equity; (k) Hedge Contracts to Investments in marketable securities that do not, in the extent permitted under Section 6.14aggregate, exceed the sum of $5,000,000.00; (l) AcquisitionsInvestments in common equity securities that do not, in the aggregate, exceed the sum of $5,000,000.00 and Investments in preferred equity securities that do not, in the aggregate, exceed the sum of $5,000,000.00; provided that (i) any newly acquired Subsidiary shall promptly comply with provided, that, the requirements Agent is given a summary of Section 6.15, (ii) no Event the amount and type of Default exists before and after giving effect such equity securities prior to the making of such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loansInvestments in debt securities that do not, advances and investments not to exceed $1,000,000 in the aggregate, exceed $30,000,000.00; provided, that such debt securities are fully performing and have a current yield equal to or in excess of 9.50%. Notwithstanding the foregoing, the Credit Parties will not permit the total Investments of the Consolidated Parties related to items (c) through (m) above shall not, in any case, exceed 12.0% of Total Tangible Assets.

Investments. The Borrower No Group Member shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist maintain, directly or indirectly, any loans, advances, or capital contributions to, or make any investment in (including, without limitation, Investment except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid Investments existing on the date hereof and set forth on Schedule 8.3 (the “Existing Non-Guarantor Investments”); (b) Investments in cash and Cash Equivalents; (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade and customer accounts receivable which are for goods furnished credit (other than to Affiliates of the Borrower) arising or services rendered acquired in the ordinary course of business and are payable (iii) Investments received in accordance with customary settlements in the ordinary course of business of such extensions of trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15credit; (d) the loans, advances, capital contributions, investments, and commitments Investments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts as part of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)a Permitted Acquisition; (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than Investments by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively Loan Party in oil and gas exploration, development, production, processing and related activities, including transportationany other Loan Party, (ii) the interest any Group Member that is not a Loan Party in such any Group Member or in any joint venture is acquired on fair and reasonable terms, or (iii) the amount of such loansany Loan Party in any Group Member that is not a Loan Party or in any joint venture; provided, advances and other investments shall not exceed $5,000,000 in the aggregatehowever, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under all Investments permitted pursuant to this clause (hiii) shall not exceed the sum of: (x) the principal amount of the Existing Non-Guarantor Investments plus (y) $30,000,000 at any time; and provided, further, that any Investment consisting of loans or advances to any Loan Party pursuant to clause (ii) above shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions satisfactory to the Administrative Agent; (f) loans or advances to employees of the Borrower or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $500,000 in the aggregate 1,000,000 at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (mg) other loansany Investment by the Borrower or any of its Subsidiaries not identified in clauses (a) through (f), advances and investments above; provided, however, that the aggregate outstanding amount of all such Investments shall not to exceed $1,000,000 in the aggregate5,000,000 at any time.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries Subsidiary to, make or permit to exist any loans, advancesInvestment in any other Person, or capital contributions tomaintain any master, or make any investment in (includingoperating, without limitationdisbursement, the making payroll, petty cash, deposit, checking, savings, money market investments, xxxxificates of any Acquisition)deposits, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or other account with any Oil and Gas Properties or activities related to Oil and Gas PropertiesPerson, exceptexcept (without duplication) the following: (a) Liquid Investmentscontributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable business, Investments by the Company in accordance with customary trade termsany Subsidiary or by any Subsidiary in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (c) creation of any additional Subsidiaries in compliance with Suretyship Liabilities permitted by Section 6.1510.7; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Cash Equivalent Investments; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case bank deposits in the ordinary course of business; provided thatprovided, the aggregate amount of all such investment deposits (excluding amounts in payroll accounts) which are maintained with any bank other than a Bank shall not exceed $1,000,000 500,000 for any period of three (other than by appreciation)3) consecutive days; (f) investments consisting Investments in securities of account debtors received pursuant to any deferred portion plan of reorganization or similar arrangement upon the sales price received by the Borrower bankruptcy or any Subsidiary in connection with any sale insolvency of assets permitted hereunder;such account debtors; and (g) loans, advances and other investments Investments listed on Schedule 10.21; provided: (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (ix) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements Investment 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; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, when made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply complies with the requirements of Section 6.15the definition of the term "Cash Equivalent Investment" may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (b), (iic), or (g) no shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts or Unmatured Event of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateDefault exists.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries Subsidiary to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid InvestmentsInvestments by (i) the Company in any Subsidiary Loan Party or any Insurance Subsidiary and (ii) any Subsidiary Loan Party in the Company, any other Subsidiary Loan Party of any Insurance Subsidiary; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments in the ordinary course of business and are payable in accordance with customary trade termsPermitted Investments; (c) creation of any additional Subsidiaries in compliance with Investments to consummate Acquisitions permitted by Section 6.1511.4; (d) any additional Investments, as valued at the loansfair market value of such Investment at the time each such Investment is made; provided that the amount of such Investment (as so valued) shall not cause the aggregate amount of all such Investments made pursuant to this Section 11.9(d) measured at the time such Investment is made, advancesto exceed, capital contributionsafter giving pro forma effect to such Investment, investments, the greater of (x) $50,000,000 and commitments made (y) 3.00% of Consolidated Total Assets for the Computation Period most recently ended on or prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Investment; (e) investments Guarantee Obligations constituting Debt permitted by Section 11.1; (f) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fg) investments consisting Investments made as a result of the receipt of non-cash consideration from a disposition of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets asset permitted hereunder; (gh) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 Investments in the aggregate, and (iv) if such investment is form of Property (other than cash), such transfer of Property is otherwise Hedging Obligations permitted under by Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.0811.1; (i) loans or payroll, travel and similar advances to employeesdirectors, officers, directors or managers officers and employees of the Borrower Company or its Subsidiaries, as the case may be, Loan Parties that are made in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed (x) prior to a Qualified IPO, $2,000,000 and (y) after a Qualified IPO, $5,000,000; (j) Investments to the extent the consideration paid therefor consists of Equity Interests of the Company (other than Disqualified Equity Interests); and (k) Investments held by a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with or into the Company or a Subsidiary after the Effective Date, to the extent that such investment is permitted by Legal RequirementsInvestments were not made in contemplation of or in connection with such acquisition, including (to merger or consolidation and were in existence on the extent applicable) Section 402 date of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14such acquisition, merger or consolidation; (l) Acquisitions; provided that Investments consisting of Guarantee Obligations of the Company or any Subsidiary in respect of Non-Financing Lease Obligations of the Company or any subsidiary (other than obligations with respect to Financing Lease Obligations) or of other obligations not constituting Debt, in each case entered into in the ordinary course of business; (m) Investments (i) any newly acquired Subsidiary shall promptly comply with existing on, or contractually committed to or contemplated as of, the requirements of Section 6.15, Effective Date and described on Schedule 11.9 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no Event such modification, replacement, renewal or extension increases the amount of Default exists before and after giving such Investment except by the terms thereof in effect to such investment, on the Effective Date (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts including as a result of the Lenders is greater than accrual or equal to 5% accretion of interest or original issue discount or the Borrowing Base then in effect, and (ivissuance of pay-in-kind securities) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19or as otherwise permitted by this Section 11.9; and (mn) other loans, advances and investments not to exceed $1,000,000 in the aggregateInvestments consisting of Restricted Payments permitted by Section 11.3.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or permit to exist hold any loans, advances, or capital contributions to, or make any investment in Investment other than the following (including, without limitationcollectively, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except:“Permitted Investments”): (a) Liquid Investments; (b) Investments in the form of trade and customer accounts receivable which are for goods furnished credit to customers of the Borrower or services rendered its Subsidiaries arising in the ordinary course of business and are payable in accordance with customary trade termsrepresented by accounts from such customers; (b) Liquid Investments; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments Investments made prior to the date hereof and identified Closing Date as specified in the Interim Financial Statementsattached Schedule 6.3; provided that, the respective amounts of such loans, advances, capital contributions, investments, purchases and commitments shall not be increased (other than by as a result of appreciation); (d) Investments in any Foreign Subsidiary (whether existing or newly formed or acquired) by a Credit Party; provided that, (i) the Borrower is in compliance with Section 5.6 as to such Subsidiary, if applicable, (ii) the aggregate amount of all such Investments permitted under this clause (d) does not exceed $10,000,000 (other than as a result of appreciation and other than to the extent funded with Equity Issuance Proceeds), and (iii) any such Investment that constitutes an Equity Interest or intercompany Debt shall become Collateral to the extent required by Section 5.6; (e) investments Investments by any Credit Party in any other Credit Party; (f) Investments in the form of Permitted Acquisitions; provided that, if such Permitted Acquisition involves a Subsidiary, such Acquisition otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (g) creation of additional Domestic Subsidiaries in compliance with Section 5.6 and Section 5.7; (h) loans or advances to directors, officers and employees of the Borrower or any Subsidiary for expenses or other payments incident to such Person’s employment or association with the Borrower or any Subsidiary; provided that the aggregate outstanding amount of such advances and loans shall not exceed $2,500,000; (i) Investments (including debt obligations and Equity Interests) and other assets received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and suppliers, in each case suppliers arising in the ordinary course of business; provided that, business or received upon the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of foreclosure with respect to any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships secured Investment or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related title with respect to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any timesecured Investment; (j) Debt permitted under Investments in the form of mergers and consolidations of the Borrower and its Subsidiaries in compliance with Section 6.02(g6.7(a); provided that, if such Investment involves a Subsidiary, such Investment otherwise complies with this Agreement, including Section 5.6 and Section 5.7; (k) Hedge Contracts to the extent Capital Expenditures permitted under Section 6.146.18; (l) Acquisitions; provided that (i) Investments made with Equity Issuance Proceeds so long as, within 12 months prior to the date such Investment is made, the Borrower has not cured any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, in the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19manner contemplated by Section 7.7; and (m) other loans, advances and investments Investments in an aggregate outstanding amount not to exceed $1,000,000 in 10,000,000 (other than as a result of appreciation), during the aggregateterm hereof. For the avoidance of doubt, any Investment that also constitutes an Acquisition must be permitted under this Section 6.3 and under Section 6.4 below.

Investments. The Each of Parent and the Borrower shall will not, nor shall it and will not permit any of its Restricted Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investments in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesPerson, exceptexcept that the foregoing restriction shall not apply to: (a) Liquid InvestmentsCash Equivalents; (b) trade Investments in connection with any acquisition of assets, business units or companies; provided, however, that (i) such acquisition shall not be a hostile takeover of a company and customer accounts receivable which are for goods furnished (ii) both immediately before and immediately after giving pro forma effect to such acquisition and any Indebtedness incurred to make such acquisition, no Default or services rendered in the ordinary course Event of business Default shall exist and are payable in accordance with customary trade termsbe continuing; (c) creation Investments reflected in the audited financial statements of any additional Subsidiaries Parent as of and for the Fiscal Year ending December 31, 2014 or which are disclosed in compliance with Section 6.15Schedule 9.03; (d) the loans, advances, capital contributions, investments, accounts receivable and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case notes receivable arising in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary or advisable in order to prevent or limit loss; (e) Investments by Parent or by any of its Restricted Subsidiaries in any Restricted Subsidiary or in Parent; provided that, that the aggregate amount of such investment Investments (including the loans permitted under Section 9.01(n)) in the ABS Subsidiaries by Parent and the other Restricted Subsidiaries shall not exceed $1,000,000 at any time an amount equal to the value of the Property Disposed of to the ABS Subsidiaries pursuant to Section 9.11(c) (other than by appreciationmeasured as of the date of the applicable Disposition); (f) investments consisting of any deferred portion of the sales price received Investments otherwise permitted by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderSection 9.01; (g) loansother Investments, advances and other investments (including capital contributions) in general or limited partnerships or other types so long as, immediately after giving effect to the making of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas explorationInvestments, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the aggregate amount of such loans, advances Investments made pursuant to this Section 9.03(g) and other investments shall then outstanding does not exceed the greater of $5,000,000 in the aggregate, 50,000,000 and (iv) if such investment is an amount equal to 2.5% of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveConsolidated Net Tangible Assets; (h) investments payroll advances and employee loans up to $10,000,000 in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) following the occurrence of a Qualified Capital Raise, Investments in Unrestricted Subsidiaries, Joint Ventures, minority interests in Persons or similar arrangements so long as after giving pro forma effect to any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15such Investment, (iiA) no Default or Event of Default exists before has occurred and after giving effect to such investment, (iii) is continuing at the time of and immediately after giving effect to any such AcquisitionInvestment and (B) the Senior Secured Leverage Ratio is less than 2.50 to 1.00 as of the last day of the most recently ended Testing Period for which financial statements are available. For purposes of this Section 9.03(i), the aggregate Unused Commitment Amounts Senior Secured Leverage Ratio shall be calculated on a pro forma basis to include any Senior Secured Indebtedness incurred to make such Investment (as if such Indebtedness was incurred on the last day of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19applicable Testing Period); and (mj) other loans, advances Investments in securities acquired in settlements of claims and investments not to exceed $1,000,000 in the aggregatedisputes.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsPermitted Investments by any Borrower and any Restricted Subsidiary and Permitted Foreign Investments by any Foreign Subsidiary that is a Restricted Subsidiary, to the extent such Permitted Foreign Investments are generated by a Foreign Subsidiary organized in the same jurisdiction of organization of the commercial bank with which such Investment is maintained; (b) trade Investments existing on the Closing Date and customer accounts receivable which set forth on Schedule 7.03; (c) Investments existing on the Closing Date in Restricted Subsidiaries; (d) additional Investments in Persons that, immediately prior to such investments, are Restricted Subsidiaries and which, in the case of Investments in Foreign Subsidiaries, consist of capital contributions made to such Foreign Subsidiary for goods furnished or services rendered the purpose of capital expenditures and operations in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)business; (e) investments Investments by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party; (f) Investments consisting of all the issued and outstanding capital stock, or all or substantially all the assets or a division, line of business, or other business unit of Persons engaged in lines of business permitted under Section 7.07; provided that (i) no Default shall have occurred and be continuing at the time any such Investment is made or would occur as a result thereof, and (ii) immediately after giving effect to such Investment, the Consolidated Net Leverage Ratio on a Pro Forma Basis shall not exceed 3.00 to 1.00; provided, further, that if the Consolidated Net Leverage Ratio on a Pro Forma Basis shall be greater than 2.50 to 1.00 immediately after giving effect to such Investment, such Investment may be paid for with cash consideration only in an amount that, when combined with the aggregate cash consideration for all other Investments made at times when the Consolidated Net Leverage Ratio on a Pro Forma Basis is greater than 2.50 to 1.00 for the most recently ended Measurement Period, does not exceed $100,000,000 in the aggregate over the term of this Agreement (any such Investment described in this clause (e), a “Permitted Acquisition”); (g) Guarantees constituting Indebtedness permitted by Section 7.02; provided that a Restricted Subsidiary shall not Guarantee any Subordinated Debt; (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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fi) investments consisting accounts receivable arising in the ordinary course of business; (j) Investments held by any Restricted Subsidiary at the time it becomes a Subsidiary in a transaction permitted by this Section 7.03; (k) reasonable advances to officers and employees of any deferred portion of the sales price received by the Borrower or any Restricted Subsidiary for travel arising in the ordinary course of business; (l) loans to officers and employees of any Borrower or any Restricted Subsidiary, not to exceed $1,500,000 in the aggregate at any one time outstanding; (m) promissory notes and other noncash consideration received by any Borrower and its Restricted Subsidiaries in connection with any asset sale of assets permitted hereunder; (gn) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregateform of prepayments of expenses, and (iv) if so long as such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made expenses were incurred in the ordinary course of business and to are paid in accordance with customary trade terms of any Borrower or any of its Restricted Subsidiaries; (o) Guarantees by the extent that such investment is permitted Company of obligations of Restricted Subsidiaries incurred in the ordinary course of business and not constituting Indebtedness; (p) other Investments made by Legal Requirementsany Borrower or any Restricted Subsidiary at times when no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof and that, including (to taken together with all other Investments made after the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments Closing Date under this clause (hp) shall would not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that greater of (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, $25,000,000 and (ii) no Event thirty percent (30%) of Default exists before and after giving effect to Consolidated EBITDA for the most recently ended Measurement Period at the time any such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders Investment is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19made; and (mq) other loansInvestments made by the Company or any Restricted Subsidiary in any Securitization Entity consisting of (i) capital contributions of Receivables and/or Receivables Related Rights to such Securitization Entity and (ii) promissory notes issued by such Securitization Entity payable to the order of the Company or any Restricted Subsidiary representing the noncash portion of the purchase price for such Receivables and/or Receivables Related Rights sold to such Securitization Entity, advances and investments not to exceed $1,000,000 in the aggregateeach case in connection with a Permitted Securitization Transaction.

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries to, acquire, make or permit to exist any loans, advancesenter into, or capital contributions tohold, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investments except: (a) Liquid Investmentsoperating deposit accounts with banks and securities accounts with securities intermediaries; (b) trade Investments by the Borrower and customer accounts receivable which are for goods furnished or services rendered the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; (c) Hedging Agreements entered into in the ordinary course of the Borrower’s business for financial planning and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15not for speculative purposes; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased Portfolio Investments (other than Restricted Investments) by appreciation)the Borrower and its Subsidiaries to the extent such Portfolio Investments are permitted under the Investment Company Act (to the extent such applicable Person is subject to the Investment Company Act) and the Investment Policies; (e) investments received Investments in connection with (x) (or capital contribution to) Financing Subsidiaries to the bankruptcy extent expressly permitted by Section 6.03(e) or reorganization of6.03(i), or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in (y) Restricted Investments to the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than extent expressly permitted by appreciationSection 6.03(e); (f) investments consisting of Investments by any deferred portion of the sales price received by the Borrower Financing Subsidiary or any Subsidiary in connection with any sale of assets permitted hereunderImmaterial Subsidiary; (g) loans, advances Investments in Cash and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveCash Equivalents; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Investments described on Schedule 3.12(b) hereto; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Investments in Immaterial Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g);[Intentionally omitted]; and (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to other Investments in an aggregate amount for all such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments Investments not to exceed $1,000,000 25,000,000 (for purposes of this clause (k), the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made), minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of capital or principal on account of such Investment (other than, for the avoidance of doubt, interest or on account of taxes), provided that in no event shall the aggregate amount of any Investment be less than zero, and provided further that the amount of any Investment shall not be reduced by reason of any write-off of such Investment, nor increased by way of any increase in the aggregateamount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out).

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid Investments, other than those permitted by subsections (b) through (n), that are existing on the date hereof and listed on Schedule 7.02(a); (b) trade and customer accounts receivable which are for goods furnished Investments held by the Company or services rendered any of its Subsidiaries (i) in the ordinary course form of business cash and cash equivalents, and (ii) Investments permitted under the Company’s investment policy attached hereto as Schedule 7.02(b) (as may be modified from time to time as long as there are payable in accordance with customary trade termsno material changes), other than Investments of any type requiring any special or further approval under such policy; (c) creation Investments consisting of (i) equity investments or extensions of credit by the Company to any additional of its wholly-owned Subsidiaries, or by any of its wholly-owned Subsidiaries to the Company or to another of its wholly-owned Subsidiaries, so long as such extensions of credit are, in each case, represented by a written promissory note and pledged to the Administrative Agent pursuant to the Security Instruments and (ii) equity investments and extensions of credit in non-wholly-owned Subsidiaries in compliance with Section 6.15an amount not in excess of $15,000,000 at any time outstanding; (d) Investments consisting of extensions of credit in the loans, advances, capital contributions, investmentsnature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the Ordinary Course of Business, and commitments made prior Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the date hereof and identified extent reasonably necessary in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)order to prevent or limit loss; (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than Guarantee Obligations permitted by appreciation)Section 7.03; (f) investments consisting Investments resulting by virtue of any deferred portion of the sales price received transactions otherwise permitted by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderSection 7.07; (g) loans, advances and other investments (x) Investments (including capital contributionsConstruction JV Investments) by any GLC Venture, or any Subsidiary thereof, that are existing on the date hereof and listed on Schedule 7.02(g) (“Existing Investments”); and (y) any additional Investments in general such Existing Investments and any other Investments in one or limited partnerships or more other types of entities (each a “venture”) entered into by the Borrower or one Subsidiaries of the Guarantors with others; provided that (i) any such venture is engaged exclusively Company in oil and gas exploration, the business of land or real estate development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is case of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 g)(y), in the an aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments amount not to exceed $1,000,000 in the aggregate.50,000,000 at any time outstanding for all such additional Investments;

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid Investmentscontributions by Borrower to the capital of any Wholly-Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8; (b) trade Cash Equivalent Investments; (c) bank deposits in the ordinary course of business; (d) Investments listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of such Investment(s); (e) any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower; (f) transactions among Loan Parties permitted by Section 7.4; (g) Hedging Obligations permitted under Section 7.1(c); and (i) advances given to employees and customer accounts receivable which are for goods furnished or services rendered directors in the ordinary course of business and are payable (ii) other emergency or special circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $100,000 in the aggregate outstanding at any time; (i) lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of business; (j) Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder; (k) Investments resulting from or otherwise constituting Acquisitions not to exceed $1,000,000 in the aggregate during any calendar year of the term of this Loan; provided that for purposes of calculating such aggregate annual Investments during any calendar year, such calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income-related metrics, (ii) any payments to be made in relation to such Investment after the Term Loan Maturity Date and (iii) any payments made during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower prior to the Closing Date. (l) Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with customary trade terms;the Loan Documents; and (cm) creation Investments (i) received as a result of the bankruptcy or reorganization of any additional Subsidiaries Person or taken in compliance with Section 6.15; settlement of or other resolution of claims or disputes or (dii) the loans, advances, capital contributions, investments, in securities of customers and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments suppliers received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case in the ordinary course of business; provided thatcase, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loansextensions, advances modifications and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregaterenewals thereof.

Investments. The Each of Parent and Borrower shall not, nor and shall it not permit any other member of its Subsidiaries the Consolidated Group to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by a member of the Consolidated Group in the form of cash equivalents; (b) trade advances to officers, directors and customer accounts receivable which are employees of a member of the Consolidated Group in an aggregate amount not to exceed $5,000 at any time outstanding, for goods furnished or services rendered in the travel, entertainment, relocation and analogous ordinary course of business and are payable in accordance with customary trade termspurposes; (c) creation Investments of Borrower in any Subsidiary and Investments of any additional Subsidiaries Subsidiary in compliance with Section 6.15Borrower or in another Subsidiary; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of extensions of credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than e) Guarantees permitted by appreciation)Section 8.03; (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary Investments in connection with any sale of income producing Properties and assets permitted hereunderincidental thereto; (g) loans, advances and other investments Investments in unimproved land holdings in an aggregate amount not exceeding five percent (including capital contributions5%) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveTotal Asset Value; (h) investments Investments in direct ownership interests construction in additional Oil and Gas Properties and gas gathering systems related thereto or related to farmprogress in an aggregate amount not exceeding twenty-out, farm-in, joint operating, joint venture or area five percent (25%) of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Total Asset Value; (i) loans or advances to employees, officers, directors or managers Investments in Unconsolidated Affiliates in an aggregate amount not exceeding ten percent (10%) of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002Total Asset Value; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time;and (j) Debt permitted under Section 6.02(g); Investments consisting of mortgages, mezzanine loans and notes receivable in an aggregate amount not exceeding fifteen percent (k15%) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; of Total Asset Value. provided that (i) any newly acquired Subsidiary determination as to whether an Investment shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and be permitted hereunder will be made after giving effect to such investmentInvestment; provided, further, that Investments under Sections 8.02(g) through (iiij) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts above shall not exceed thirty percent (30%) of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateTotal Asset Value.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, (x) make or permit hold any direct or indirect investment in any Person, including capital contributions to exist the Person, investments in or the acquisition of the debt or equity securities or other Equity Interests of the Person, (y) make or hold any loans, advancesguaranties, trade credit, or capital contributions to, or make any investment in (including, without limitation, the making other extensions of any Acquisition), or purchase or commit credit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties(z) make an Acquisition, except:other than the following (collectively, the “Permitted Investments”): (a) Liquid Investmentsinvestments existing on the Closing Date and described on Schedule 6.3; (b) investments in the form of trade and customer accounts receivable which are for goods furnished or services rendered credit to customers of a Credit Party arising in the ordinary course of business and are payable in accordance with customary trade termsrepresented by accounts from such customers; (c) cash and Liquid Investments; (d) investments, loans, advances and equity contributions by a Credit Party in or to any other Credit Party; (e) creation of any additional Subsidiaries organized in the U.S. in compliance with Section 6.155.6 and Schedule III; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (ei) investments received in connection with the bankruptcy or reorganization ofand acquisitions of direct ownership interests in Oil and Gas Properties, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in crude oil and gas exploration, development, production, processing gathering systems and related activities, including transportationequipment, (ii) the interest in such venture is acquired on fair investments and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or acquisitions related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaAmerica and (iii) subject to Section 6.11 hereof, acquisitions of any other assets or Property not described in clause (i) or (ii) above; provided that that, in the case of any of clauses (i), (ii) or (iii) unless otherwise indicated, (x) if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to the extent required by Section 5.085.7; (y) any such investments are not investments in a Person, and (z) in the case of clauses (i) and (ii) above only, no Event of Default or Borrowing Base Deficiency shall exist after giving effect thereto; (g) investments received by the Borrower and its Subsidiaries in connection with Asset Sales permitted by Section 6.8; (h) guarantees permitted by Section 6.1; (i) Hedging Arrangements to the extent permitted under Section 6.15; (j) loans or advances by any Credit Party to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, employees made in the ordinary course of business (including travel, entertainment and relocation expenses) in an aggregate amount not to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to Investments in the extent permitted under Section 6.14ordinary course of business consisting of (i) endorsements for collection or deposit or (ii) customary trade arrangements with customers; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with Investments received in satisfaction or partial satisfaction thereof from financial troubled account debtors to the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect extent reasonably necessary in order to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than prevent or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19limit loss; and (m) other loans, advances and investments Investments not otherwise permitted by the foregoing clauses in an amount not to exceed $1,000,000 in the aggregateaggregate outstanding at any one time. provided that this Section 6.3 shall not prohibit a merger or consolidation among the Credit Parties so long as such merger or consolidation is otherwise permitted under Section 6.7.

Investments. The Borrower Each of the Company and any Restricted Subsidiary shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make any Investment (other than any Restricted Investment permitted to be made pursuant to Section 9.03), except that the following Investments shall be permitted (each, a “Permitted Investment”): (i) any Investment in the Company or permit any other Credit Party; (ii) any Investment by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party; (iii) any Investment in Investment Cash Equivalents or Investment Grade Securities; (iv) any Investment subject to exist compliance with the Investment and Junior Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment; (v) any loansInvestments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, advancesmeasured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or capital contributions toprior to the date of such Investment minus (II) the aggregate amount, or make measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant the proviso to Section 9.05(vi); provided, however, that if any investment Investment pursuant to this clause (v) is made in (including, without limitation, any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided, further, that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more “first-tier” Foreign Subsidiaries to a newly created “first-tier” Foreign Subsidiary shall be permitted); (vi) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by a Credit Party to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided, or purchase or commit however, that if any Investment pursuant to purchase any stock or other securities or evidences of indebtedness of or interests this clause (vi) is made in any Person or any Oil that is not a Credit Party at the date of the making of such Investment and Gas Properties or activities related such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to Oil have been made pursuant to clause (i) above and Gas Properties, except: shall cease to have been made pursuant to this clause (a) Liquid Investmentsvi); (bvii) trade any Investment in securities or other assets, including earnouts not constituting Investment Cash Equivalents or Investment Grade Securities and customer accounts receivable which received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale; (viii) any Investment existing on the Closing Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under this Agreement; (ix) Hedging Obligations and Secured Bank Product Obligations permitted under Section 9.04(x); (x) any Investment in a Similar Business, an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (x) that are for goods furnished or services rendered at that time outstanding, not to exceed, as of the date such Investment is made, $20,000,000 (in each case, determined on the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (x) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (x); (xi) guarantees of Indebtedness permitted under Section 9.04, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and are payable in accordance with customary trade terms; (c) the creation of Liens on the assets of the Company or any additional Subsidiaries Restricted Subsidiary in compliance with Section 6.159.01; (dxii) (i) advances to, or guarantees of Indebtedness of, employees not in excess of $2,000,000 outstanding at any one time, in the loansaggregate; and (ii) loans and advances to employees, directors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, capital contributionsin each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company; (xiii) payments of Indebtedness of Opta Minerals, investmentsInc. concurrently with the sale thereof, solely out of the proceeds of such sale and commitments to the extent required by the sale agreement therefor; (xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries; (xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business; (xvii) Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices; (xviii) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xviii) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or have not been subsequently sold or transferred for cash or marketable securities), not to exceed, as of the date such Investment is made, the greater of (A) $15,000,000 and (B) 1.20% of Consolidated Total Assets measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date hereof such Investment is made, calculated as of the date such Investment is made (in each case determined as of the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and identified without giving effect to subsequent changes in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationvalue); (exix) investments Investments received in compromise or resolution of litigation, arbitration or other disputes; (xx) Investments by the Company and the Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or lessors in the ordinary course of business; (xxi) any Investment acquired by the Company or any of the Restricted Subsidiaries (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, (ii) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any trade creditor or customer) or (iii) as a result of a foreclosure by the Company or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; (xxii) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company; (xxiii) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or other assets or purchases of contract rights or licenses or contributions of Intellectual Property, in each case, in the ordinary course of business or consistent with past practice; (xxiv) obligations or commitments to public utilities or to any municipalities or governmental or other public authorities in connection with the maintenance of or supply of services or utilities to the Company or any Restricted Subsidiary; (xxv) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice; (xxvi) Investments consisting of promissory notes issued by the Company or any Guarantor to future, present or former officers, directors and employees, members of management, or consultants of the Company or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, to the extent the applicable Restricted Payment is a permitted by Section 9.03; (xxvii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers and suppliers, in each case suppliers arising in the ordinary course of business; provided that, business or consistent with past practice or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (xxviii) Investments in joint ventures of the Company or any of the Restricted Subsidiaries existing on the Closing Date having an aggregate amount of such investment shall Fair Market Value not to exceed $1,000,000 10,000,000 at any one time outstanding (other than by appreciationwith the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (fxxix) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary Investments made in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing crop financing and related activities, including transportationadvances or loans to growers, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including of business or consistent with past practice (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) which shall not exceed $500,000 be limited in the aggregate at any time; (jamount) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, plus (ii) no Event in an amount having an aggregate Fair Market Value not to exceed $10,000,000 at any one time outstanding (with the Fair Market Value of Default exists before each Investment being measured at the time made and after without giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then subsequent changes in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19value); and (mxxx) other loansany Investment using the Available Equity Amount Basket. For purposes of this Section 9.05, advances and investments not to exceed $1,000,000 in the aggregateevent that a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (i) through (xxx) above, or is otherwise entitled to be incurred or made pursuant to Section 9.03, the Company will be entitled to classify (but not reclassify such Investment (or portion thereof) in one or more of such categories set forth above or under Section 9.03.

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries to, acquire, make or permit to exist any loans, advancesenter into, or capital contributions tohold, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investments except: (a) Liquid Investmentsoperating deposit accounts with banks; (b) trade Investments by the Borrower and customer accounts receivable which are for goods furnished or services rendered the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; (c) Hedging Agreements entered into in the ordinary course of the Borrower’s business for financial planning and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15not for speculative purposes; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received Portfolio Investments by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and Subsidiaries to the extent that such investment is Portfolio Investments are permitted by Legal Requirements, including under the Investment Company Act (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts such applicable Person is subject to the extent Investment Company Act) and the Investment Policies (as amended by Permitted Policy Amendments); provided, however, that no Investment in any Restricted Investment shall be permitted under Section 6.14; (l) Acquisitions; provided that unless (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15immediately prior to, (ii) no Event of Default exists before and immediately after giving effect to such investmentcontribution, (iiiA) no Default or Event of Default shall have occurred and be continuing, (B) the Obligors’ Net Worth exceeds $225,000,000 and the Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (c), (e) and (f) and (C) immediately prior to and immediately after giving effect to the contribution, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect and (ii) on the date of such contribution, the Borrower delivers to the Administrative Agent and each Lender (x) a Borrowing Base Certificate as at such date demonstrating compliance with subclause (C) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, contribution and (ivy) after giving effect a certification from a Financial Officer certifying to such Acquisition, subclauses (A) and (B); (e) Equity Interests in (or capital contribution to) SBIC Subsidiaries to the Borrower shall be extent not prohibited by Section 6.03(e); (f) Investments by any SBIC Subsidiary; (g) Investments in pro forma compliance with Sections 6.17, 6.18 Cash and 6.19Cash Equivalents; (h) Investments described on Schedule 3.12(b) hereto; (i) [Reserved]; and (mj) other loans, advances and investments additional Investments up to but not to exceed exceeding $1,000,000 5,000,000 in the aggregateaggregate (for purposes of this clause (j), the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (calculated at the time such Investment is made), minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of such Investment; provided that in no event shall the aggregate amount of any Investment be less than zero; and provided further that the amount of any Investment shall not be reduced by reason of any write-off of such Investment, nor increased by way of any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out).

Investments. The Borrower shall not, Neither the Company nor shall it permit any of its Subsidiaries to, will make or permit to exist maintain any loansInvestment, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptexcept for Investments which consist of: (a) Liquid Investmentsobligations having an original maturity of not greater than three years issued or guaranteed as to principal and interest by the United States of America; (b) trade certificates of deposit issued by any of the Lenders or any other bank organized under the laws of the United States of America or any state thereof and customer accounts receivable which are for goods furnished having capital and unimpaired surplus of at least $50,000,000 or services rendered in the ordinary course of business and are payable in accordance with customary trade termsforeign subsidiaries of such banks; (c) creation of any additional Subsidiaries in compliance with Section 6.15commercial paper or finance company paper which is rated not less than BBB or its equivalent by S&P or Xxxxx’x; (d) repurchase agreements secured by any one or more of the loansInvestments permitted by paragraphs (a), advances, capital contributions, investments, and commitments made prior (b) or (c) above (the items set forth in clauses (a) – (d) collectively referred to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationherein as “Cash Equivalents”); (e) investments received direct or indirect Investments in connection (United States) Health Care Facilities located in the United States or any Specified Jurisdiction which Investments either (i) existed on the Closing Date and set forth on Schedule 5.25(e), or (ii) are made after the Closing Date, provided (x) that no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such investment, the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, financial covenants set forth in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)Section 5.5; (f) investments consisting of Investments in any deferred portion Unconsolidated Affiliate or other Person (other than a Subsidiary of the sales price received by Company) in an aggregate amount not to exceed at any time 10% of Total Asset Value (measured as the Borrower or most recently ended fiscal period for which a compliance certificate has been delivered pursuant to Section 5.3(d)) and any Subsidiary temporary Investment in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one deposit with any agent holding funds for use with an exchange under Section 1031 of the Guarantors with othersCode for not more than 180 days ; provided that (i) any such venture is engaged exclusively in oil and gas explorationthat, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iiix) immediately after giving effect to such Acquisitionno Default or Event of Default exists or would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, the aggregate Unused Commitment Amounts calculated as of the Lenders is greater than or equal to 5% last day of the Borrowing Base then in effect, and (ivimmediately preceding fiscal quarter) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19the financial covenants set forth in Section 5.5; (g) Mortgage Loans permitted by Section 5.26; and (mh) other loans, advances and investments not to exceed $1,000,000 in the aggregateConstruction Loans permitted by Section 5.27.

Investments. The Borrower shall notNo Loan Party shall, nor shall it any Loan Party permit any of its Subsidiaries to, make or permit suffer to exist any loans, advances, investments or capital contributions to, or make any investment in (includingcommitments therefor, without limitationthe prior written consent of the Required Holders, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: except (a) Liquid Investments; Cash Equivalents (b) trade investments in (i) Loan Parties or (ii) provided that no Default or Event of Default has occurred and customer accounts receivable which are for goods furnished or services rendered is continuing, non-Loan Parties in the ordinary course of business and are payable in accordance with customary trade terms; an aggregate amount not to exceed $100,000 per Fiscal Year, (c) creation extensions of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts sales of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy goods or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case services to unaffiliated third parties in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fd) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale Insolvency Proceedings in respect of assets any customers, suppliers or clients of the Company; (e) investments in the Subsidiaries existing on the date hereof; (f) Capital Expenditures permitted hereunder; by Section 9.11; (g) loans, advances investments in the form of promissory notes issued by Sprout and other investments (including capital contributions) held by NGV in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the an aggregate principal amount of such loans, advances and other investments shall not to exceed $5,000,000 in 2,000,000 so long as such investments are pledged to the aggregate, Collateral Agent on terms acceptable to the Collateral Agent or that otherwise comply with Section 8.17(c); and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary by NGV in the oil form of promissory notes issued by Sprout so long as such investments are (i) pledged to the Collateral Agent on terms acceptable to the Collateral Agent and gas exploration and production business located within (ii) are made with the geographic boundaries proceeds of equity issued after the United States Initial Closing Date or the incurrence of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral Debt issued pursuant to Section 5.08; (i9.1(d) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply contemporaneously with the requirements issuance of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregatepromissory notes.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or Person, including without limitation any Oil Joint Venture and Gas Properties or activities related to Oil and Gas Propertiesany Foreign Subsidiary, except: (a) Liquid InvestmentsInvestments in Cash and Cash Equivalents; (b) trade equity Investments owned as of the Closing Date in any Subsidiary and customer accounts receivable which are for goods furnished Investments made after the Closing Date in any wholly owned Guarantor Subsidiaries of Company; (c) Investments in (i) any Securities received in satisfaction or services rendered partial satisfaction thereof from financially troubled account debtors, and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Company and its Subsidiaries; (d) intercompany loans to the extent permitted under Section 6.1(b); (e) Consolidated Capital Expenditures permitted by Section 6.8(e); (f) loans and advances to employees of Company and its Guarantor Subsidiaries (i) made in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investmentsdescribed on Schedule 6.7, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts (ii) any refinancings of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received loans after the Closing Date 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; provided that, the an aggregate amount of such investment shall not to exceed Two Hundred Fifty Thousand Dollars ($1,000,000 (other than by appreciation250,000); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that Investments (i) any such venture is engaged exclusively made in oil connection with Permitted Acquisitions permitted pursuant to Section 6.9 and gas exploration, development, production, processing and related activities, including transportation, (ii) evidenced by the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveDivested Business Note; (h) investments Investments described in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of AmericaSchedule 6.7; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08;and (i) loans or advances Investments in Foreign Subsidiaries not to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made exceed Seven Million Dollars ($7,000,000) in the ordinary course and aggregate in any Fiscal Year. (j) other Investments in an aggregate amount not to the extent that such investment is permitted by Legal Requirements, including exceed Two Hundred Fifty Thousand Dollars (to the extent applicable$250,000) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt . Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements terms of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate6.5.

Investments. The Borrower shall notNo Credit Party shall, nor shall it they permit any of its Subsidiaries Subsidiary to, make directly or permit to exist any loansindirectly, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held in the form of cash or Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished or services rendered Investments in the ordinary course of business and are payable in accordance with customary trade termsany Person that is a Credit Party prior to giving effect to such Investment; (c) creation of Investments by any additional Subsidiaries Subsidiary that is not a Credit Party in compliance with Section 6.15any other Subsidiary that is not a Credit Party; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of (i) extensions of credit in the Interim Financial Statements; provided thatnature of the performance of bids, (ii) accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, trade contracts and commitments shall not be increased leases (other than by appreciation); (ecredit) 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; provided that, and (iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than e) Guaranties permitted by appreciation)Section 7.02; (f) investments consisting of any deferred portion Investments existing as of the sales price received by the Borrower or any Subsidiary Closing Date and set forth in connection with any sale of assets permitted hereunder;Schedule 7.03; and (g) loansInvestments in or related to Healthcare Facilities and Investments as described in Section 6.11 (including, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one without limitation, Investments of the Guarantors with otherstype set forth in subclauses (i)-(iv) of this clause (g)); provided provided, however, that after giving effect to any such Investments, (i) the aggregate amount of Investments consisting of unimproved land holdings (including those made by Omega REIT and Omega Holdco) shall not, at any such venture is engaged exclusively in oil and gas explorationtime, development, production, processing and related activities, including transportationexceed 5% of Consolidated Total Asset Value, (ii) the interest in such venture is acquired on fair aggregate amount of Investments consisting of Mortgage Loans, notes receivables and reasonable termsmezzanine loans (including those made by Omega REIT and Omega Holdco) shall not, at any time, exceed 30% of Consolidated Total Asset Value, (iii) the aggregate amount of such loansInvestments consisting of construction in progress (including those made by Omega REIT and Omega Holdco) shall not, advances and other investments shall not at any time, exceed $5,000,000 in the aggregate, 15% of Consolidated Total Asset Value and (iv) if such investment is the aggregate amount of Property Investments in Unconsolidated Affiliates (other than cash)including those made by Omega REIT and Omega Holdco) shall not, such transfer at any time, exceed 20% of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-outConsolidated Total Asset Value; provided, farm-infurther, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts all Investments made pursuant to the extent permitted under Section 6.14; (l) Acquisitions; provided that clauses (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15), (ii) no Event of Default exists before and after giving effect to such investment), (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisitionabove (including those made by Omega REIT and Omega Holdco) shall not, the Borrower shall be in pro forma compliance with Sections 6.17at any time, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate35% of Consolidated Total Asset Value.

Investments. The Borrower shall will not, nor shall it and will not permit any of its Restricted Subsidiaries to, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesPerson, except: (a) Liquid InvestmentsInvestments in cash and Cash Equivalents and Marketable Securities; (b) Investments by the Borrower in or to any Restricted Subsidiary and by any Restricted Subsidiary in or to the Borrower or any other Restricted Subsidiary; (c) other Investments; provided that, at the time any such Investment is made, no Default or Event of Default exists or would result therefrom, and such Investment does not exceed an aggregate amount equal to the sum of (A) an amount equal to the greater of (x) $413,000,000 and (y) 100% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Measurement Period for which financial statements have been delivered and calculated on a Pro Forma Basis, plus (B) an unlimited amount so long as the Total Net Leverage Ratio for the most recently ended Measurement Period for which financial statements have been delivered, calculated on a Pro Forma Basis, is less than 2.00:1.00, plus (C) any return of capital from previous Investments made under this Section 6.08(c), less (D) any amount previously utilized under clauses (A) and (C); (d) loans and advances to employees or other providers of services of Borrower and its Restricted Subsidiaries in an amount not to exceed $10,000,000; (e) Investments described in Schedule 6.08 to the Disclosure Letter; (f) Swap Agreements which constitute Investments; (g) trade and customer accounts receivable which are for goods furnished or services rendered receivables in the ordinary course of business and are payable in accordance with customary trade termsbusiness; (ch) creation guarantees to insurers required in connection with worker’s compensation and other insurance coverage arranged in the ordinary course of any additional Subsidiaries in compliance with Section 6.15business; (di) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased Investments (other than by appreciation); (eincluding debt obligations) investments received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in good faith settlement of delinquent accounts obligations of, and other disputes with, customers and suppliers, in each case suppliers arising in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g)lease, utility and other similar deposits in the ordinary course of business; (k) Hedge Contracts to Investments of any Person in existence at the extent permitted under Section 6.14time such Person becomes a Restricted Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Restricted Subsidiary; (l) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect any Securitization Facility (including distributions or payments of Securitization Fees) or any obligation in respect of a Standard Securitization Undertaking in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Borrower or any Restricted Subsidiary or to otherwise fund required reserves); (m) Acquisitions; provided that (i) any newly acquired Subsidiary if as a result of such Acquisition such Person becomes a Subsidiary, if such Person is a Material Domestic Restricted Subsidiary, it shall promptly comply with the requirements of be required to become a Guarantor pursuant to Section 6.15, 5.10 and (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 the financial covenant set forth in Section 6.09 whether or not such covenant would otherwise be tested on and 6.19as of the date; and (mn) other loansthe purchase of any Permitted Bond Hedge Transaction by the Borrower and the performance of its obligations thereunder. For purposes of covenant compliance with this Section 6.08, advances and investments not to exceed $1,000,000 the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the aggregatevalue of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment. Notwithstanding the foregoing in this Section 6.08, in no event shall this Section 6.08 permit the Borrower or any Restricted Subsidiary to make any Investment in the form of any Material Intellectual Property to an Unrestricted Subsidiary other than, to the extent the ILC Subsidiary is designated as an Unrestricted Subsidiary, the non-exclusive licensing to the ILC Subsidiary (for use and benefit solely by the ILC Subsidiary and which non-exclusive licenses are not assignable or sublicensable to other Persons) of Material Intellectual Property for the purpose of the ILC Subsidiary’s business comprised of the making of loans authorized to be made pursuant to its charter and the acceptance of deposits and the provision of related banking depository services.

Investments. The Borrower shall not(a) Other than Permitted Investments and guarantees permitted under Section 7.6, nor shall it permit any of its Subsidiaries todirectly or indirectly make, make or permit to exist any loans, advancesacquire, or capital contributions to, incur any liabilities (including contingent obligations) for or make in connection with any investment in Investment (including, without limitation, (i) the making acquisition of any Acquisition)the securities (whether debt or equity) of, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesin, except: a Person, (aii) Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investmentsor transfers of property to a Person, and commitments made prior or (iii) the acquisition of all or substantially all of the properties or assets of a Person). (b) The foregoing to the contrary notwithstanding, a Borrower may make or acquire an Investment not otherwise permitted in Section 7.13(a) above if: (i) such Borrowers' consolidated Interest Coverage Ratio for Borrowers' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date hereof and identified in on which such Investment is made would have been not less than 2.0:1.0, determined on a pro forma basis, as if such Investment had been made at the Interim Financial Statements; provided that, the respective amounts beginning of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)four-quarter period; (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) no Event of Default shall have occurred and be continuing at the interest in time such venture Investment is acquired on fair and reasonable terms, made or would occur as a consequence thereof; and (iii) the amount of such loansInvestment, advances together with all other Investments made pursuant to this Section 7.13(b) and other investments shall not exceed $5,000,000 all dividends or distributions made pursuant to Section 7.11(b) , in each case, after the aggregateClosing Date, is less than the lesser of (A) the amount of Investments such Borrower is then permitted to make pursuant to Section 4.7 of the Indenture (without regard to any waiver of the restrictions contained in such section), and (ivB) the sum of (1) 50% of the Consolidated Net Income of such Borrower for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing immediately after the Closing Date to the end of such Borrower's then most recently ended fiscal quarter for which internal financial statements are available (or, if such investment Consolidated Net Income for such period is a deficit, 100% of Property such deficit), plus, (2) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by such Borrower from the issuance or sale, other than to a Subsidiary of such Borrower, of Stock of such Borrower (other than cash), such transfer of Property is otherwise permitted under Section 6.04(bDisqualified Capital Stock) above; (h) investments in direct ownership interests in additional Oil after the Closing Date and Gas Properties and gas gathering systems related thereto on or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and prior to the extent that time of such investment is permitted by Legal RequirementsInvestment, including plus (to the extent applicable3) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5100% of the Borrowing Base then in effectaggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by such Borrower from the issuance or sale, other than to a Subsidiary of such Borrower, of any convertible or exchangeable debt security of such Borrower that has been converted or exchanged into Stock of such Borrower (other than Disqualified Capital Stock) pursuant to the terms thereof after the Closing Date and on or prior to the time of such Investment (ivincluding any additional net cash proceeds received by such Borrower upon such conversion or exchange), plus (4) the aggregate Return from Unrestricted Subsidiaries after giving effect the Closing Date and on or prior to the time of such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateInvestment.

Investments. The Borrower shall notMake or hold, nor shall it or permit any of its Subsidiaries to, to make or permit to exist hold, any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or Investment other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptthan: (ai) Liquid InvestmentsInvestments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in wholly-owned Subsidiaries and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries (and Joint Ventures in which such Loan Parties and Subsidiaries hold any direct or indirect interest), Investments in Assets (including by asset or Equity Interest acquisitions or investments in Joint Ventures), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv); (bii) trade Investments in Cash Equivalents; (iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(ii); (iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, (1) 35% of Total Asset Value during the period from the Closing Date through the fiscal quarter of the Parent Guarantor ending on June 30, 2011, (2) 30% of Total Asset Value during the period thereafter ending with the fiscal quarter of the Parent Guarantor ending on June 30, 2012 or (3) 25% of Total Asset Value, at any time thereafter, and customer (z) the aggregate amount of each of the following items of Investments does not exceed at any time the specified percentage of Total Asset Value set forth below: (A) Investments in unimproved land and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement but, in such instances, limited solely to non-refundable deposits under such contracts and, to the extent a Loan Party is obligated under any such contract, the amount of such obligation), so long as the aggregate amount of such Investments, calculated on the basis of the greater of actual cost or budgeted cost, does not at any time exceed 10% and 20%, respectively, of Total Asset Value at such time, (B) Investments in Joint Ventures of any Loan Party so long as the aggregate amount outstanding, without duplication, of all such Investments does not at any time exceed 15% of Total Asset Value at such time, and (C) Investments permitted under this Subsection, other than the items of Investments referred to in clauses (A) and (B) above, so long as the aggregate amount of all such Investments does not at any time exceed 10% of Total Asset Value at such time; (v) Investments, if any, outstanding on the date hereof in Subsidiaries that are not wholly-owned by any Loan Party; (vi) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(iii)(D); (vii) To the extent permitted by applicable law, loans or other extensions of credit to officers, directors and employees of any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes, which Investments shall not exceed at any time $1,000,000 in the aggregate for all Loan Parties; (viii) Investments consisting of extensions of credit in the nature of accounts receivable which are for goods furnished or services rendered notes receivable arising from the grant of trade credit extended in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided that, the an aggregate amount of such investment shall for all Loan Parties not to exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19time $5,000,000; and (mix) other loans, advances and investments not Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to exceed $1,000,000 the extent reasonably necessary in the aggregateorder to prevent or limit loss.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid Investmentscontributions by Borrower to the capital of any Wholly‑Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8; (b) trade Cash Equivalent Investments; (c) bank deposits in the ordinary course of business; (d) Investments listed on Schedule 7.10 as of the Closing Date, together with any roll‑over or reinvestment of such Investment(s); (e) any purchase or other acquisition by Borrower or any Wholly‑Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary of Borrower; (f) transactions among Loan Parties permitted by Section 7.4; (g) Hedging Obligations permitted under Section 7.1(c); (i) advances given to employees and customer accounts receivable which are for goods furnished or services rendered directors in the ordinary course of business and are payable (ii) other emergency or special circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $100,000 in the aggregate outstanding at any time; (i) lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of business; (j) Investments consisting of the non‑cash portion of the consideration received in respect of Dispositions permitted hereunder; (k) Investments resulting from or otherwise constituting Acquisitions not to exceed $2,000,000 in the aggregate during any calendar year of the term of this Loan; provided that for purposes of calculating such aggregate annual Investments during any calendar year, such calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income‑related metrics, such as royalties, milestones or earn‑outs or capital expenditures, (ii) any payments to be made in relation to such Investment after the Term Loan Maturity Date and (iii) any payments made during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower prior to the Closing Date; (l) Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with customary trade termsthe Loan Documents; (cm) creation Investments (i) received as a result of the bankruptcy or reorganization of any additional Subsidiaries Person or taken in compliance with Section 6.15; settlement of or other resolution of claims or disputes or (dii) the loans, advances, capital contributions, investments, in securities of customers and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments suppliers received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case in the ordinary course of business; provided thatcase, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)extensions, modifications and renewals thereof; (fn) investments consisting any exercise of any deferred portion of the sales price received by the Borrower or any Subsidiary Borrower’s option to purchase Equity Interests in connection with any sale of assets permitted hereunder; (g) loansa certain privately held molecular diagnostics company, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that so long as (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationno Default or Event of Default exists on the date thereof or would be caused thereby, (ii) Borrower is in pro‑forma compliance on the interest in date thereof with Section 7.13 hereof and (ii) such venture option is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 exercised pursuant to a Stock Purchase Agreement substantially in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveform attached hereto as Exhibit D; (ho) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such RedPath Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (mp) other loans, advances and investments not Debt from a Loan Party to exceed $1,000,000 in the aggregatea Loan Party.

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist maintain, directly or indirectly, any loansInvestment, advances, or capital contributions to, or make any investment in (including, without limitation, except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid Investments existing on the Second Amendment Effective Date and disclosed on Schedule 8.3 (Existing Investments); (b) trade advances or extensions of credit on terms customary in the industry in the form of accounts or other receivables incurred or pre-paid film rentals, and customer loans and advances made in settlement of such accounts receivable receivable, all in the ordinary course of business consistent with past practice; (c) Investments by (i) any Loan Party in any other Loan Party, (ii) any Subsidiary that is not a Loan Party in the Borrower or any other Subsidiary or (iii) any Loan Party in a Subsidiary that is not a Loan Party; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all Investments permitted pursuant to this clause (iii) shall not exceed the greater of $100,000,000 and 2.5% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding plus an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any previous Investments initially made after the Closing Date; (d) any Investment in Cash Equivalents and Investments that were Cash Equivalents when made; provided, however, that, in the case of all of the foregoing obligations, they mature within 12 months of the date of purchase (unless required to mature earlier pursuant to the definition of “Cash Equivalents”); (e) so long as no Event of Default would result from such Investment, Investments by the Borrower or any Subsidiary of the Borrower in another Person, if as a result of such Investment, (i) such other Person becomes a Loan Party, (ii) such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, the Borrower or another Loan Party or (iii) such Person becomes a Subsidiary that is not a Loan Party, in which are for goods furnished case it will be deemed to be made pursuant to clause (c)(iii) above and not in reliance of this clause (e); (f) loans or services rendered advances to employees, directors or independent contractors of the Borrower or any Subsidiary (i) in the ordinary course of business consistent with past practices, not to exceed $10,000,000 in aggregate amount at any time outstanding, (ii) in respect of payroll payments and expenses in the ordinary course of business and are payable (iii) in accordance connection with customary trade termssuch person’s purchase of equity interests of Holdings (or any direct or indirect parent of Holdings) solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity; (cg) creation of any additional Subsidiaries in compliance refundable construction advances made with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior respect to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts construction of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case motion picture exhibition theatres in the ordinary course of businessbusiness consistent with past practice; (h) so long as immediately before or after giving effect thereto, no Event of Default shall have occurred and be continuing, Investments in Joint Ventures; provided thatprovided, however, that the aggregate amount net book value of such investment all Investments made in or assets contributed by the Borrower and its Subsidiaries to any Joint Venture shall not exceed the greater of $1,000,000 (other than by appreciation)80,000,000 and 2.0% of Consolidated Total Assets either individually or in the aggregate; (fi) investments consisting of any deferred portion of the sales price received Investments by the Borrower or any Subsidiary in connection with any sale of assets permitted hereundera Permitted Acquisition; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower shall will not, nor shall will it permit any of its Subsidiaries to, acquire, make or permit to exist any loans, advancesenter into, or capital contributions tohold, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investments except: (a) Liquid Investmentsoperating deposit accounts with banks; (b) trade Investments by the Borrower and customer accounts receivable which are for goods furnished or services rendered the Subsidiary Guarantors in the Borrower and the Subsidiary Guarantors; (c) Hedging Agreements entered into in the ordinary course of business the Borrower’s financial planning and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15not for speculative purposes; (d) Portfolio Investments by the loans, advances, capital contributions, investments, Borrower and commitments made prior its Subsidiaries to the extent such Portfolio Investments are permitted under the Investment Company Act (if applicable) and in compliance in all material respects with the Borrower’s Investment Policies, in each case as in effect as of the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Investments are acquired; (e) investments received Investments in connection with the bankruptcy or reorganization ofFinancing Subsidiaries so long as, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such AcquisitionInvestment, the Borrower Covered Debt Amount does not exceed the Borrowing Base and (ii) the sum of (x) all Investments under this clause (e) that occur after the Commitment Termination Date and (y) all Investments under clause (f) below that occur after the Commitment Termination Date, shall be not exceed $7,500,000 in pro forma compliance with Sections 6.17the aggregate; (f) additional Investments up to but not exceeding $75,000,000 in the aggregate; provided that the sum of (x) all Investments under this clause (f) that occur after the Commitment Termination Date and (y) all Investments under clause (e) above that occur after the Commitment Termination Date, 6.18 shall not exceed $7,500,000 in the aggregate; (g) Investments in Cash and 6.19Cash Equivalents; (h) Investments described on Schedule 3.12(b); (i) Investments by a Financing Subsidiary; and (mj) other loans, advances and investments not to exceed $1,000,000 Investments in the aggregateform of Guarantees permitted pursuant to Section 6.01. For purposes of clauses (e) and (f) of this Section, the aggregate amount of an Investment at any time shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of property, loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment minus (B) the aggregate amount of Return of Capital and dividends, distributions or other payments received in cash in respect of such Investment and the values (valued in accordance with Section 5.12(b) of other Investments received in respect of such Investment; provided that in no event shall the aggregate amount of such Investment be deemed to be less than zero; the amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment nor increased by any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out.

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, not make or permit to exist hold any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestment, except: (a) Liquid Investmentsextensions of trade credit in the ordinary course of business; (b) trade any Investment in, or that at the time of making such Investment was, Cash Equivalents; (c) Indebtedness permitted by Section 7.4; (d) loans and customer accounts receivable which are for goods furnished or services rendered advances to officers, directors and employees of the Borrower in the ordinary course of business (including for reasonable and are payable customary travel, relocation and similar expenses incurred in accordance with customary trade terms; the ordinary course of business) in an aggregate un-recovered amount (cvalued at cost) creation not to exceed (net of any additional Subsidiaries cash return of capital received by the Borrower in compliance with Section 6.15; (drespect of any such Investments) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)$1,000,000 at any one time outstanding; (e) investments to the extent constituting Investments, any reinvestment of Net Cash Proceeds as contemplated by Section 3.4(b)(i) and Sections 3.4(b)(ii) and 3.4(b)(iv) of the Depositary Agreement; (f) to the extent constituting Investments, Investments in contracts and other agreements (including Swap Agreements) to the extent otherwise permitted under the Credit Documents; (g) Investments received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above;or (h) investments in direct ownership interests in additional Oil Investments made by the Borrower solely with the proceeds of capital contributions received directly or indirectly from Holdings, provided that such Investments are applied consistent with Sections 3.4(b)(ii) and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries 3.4(b)(iv) of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to Depositary Agreement. To the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) making of any Investment could be deemed a use of more than one subsection of this Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition7.6, the Borrower may select the subsection to which such Investment shall be deemed a use and in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in no event shall the aggregatesame portion of an Investment be deemed a use of more than one subsection.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made; (b) trade loans or advances to officers, directors, partners and customer accounts receivable which are employees of Holdings (or any direct or indirect parent thereof), any Intermediate Holding Company, the Borrower or its Restricted Subsidiaries (i) for goods furnished reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or services rendered any direct or indirect parent thereof or after a Qualifying IPO, any Intermediate Holding Company or the Borrower) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the ordinary course of business foregoing clauses (i) and are payable (ii), in accordance with customary trade termsan aggregate principal amount outstanding not to exceed $5,000,000; (c) creation asset purchases (including purchases of any additional Subsidiaries in compliance inventory, supplies and materials) and the licensing or contribution of intellectual property pursuant to joint marketing arrangements with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersPersons, in each case in the ordinary course of business; (d) Investments (i) by any Loan Party in any other Loan Party, (ii) by any Subsidiary in any Loan Party, (iii) by any Non-Loan Party in any other Non-Loan Party and (iv) by any Loan Party in any Non-Loan Party; provided that, that the aggregate amount of such investment Investments in Non-Loan Parties pursuant to clause (iv) shall not exceed in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, (A) the greater of (x) $1,000,000 85,000,000 and (y) 3.25% of Total Assets as of the last day of the most recently ended Test Period, plus (B) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other than by appreciation)credits to suppliers in the ordinary course of business; (f) investments Investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted hereunderunder Section 7.01, Section 7.03, Section 7.04, Section 7.05 (other than Section 7.05(e)) and Section 7.06, respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(f); (g) loansInvestments consisting of any modification, advances replacement, renewal, reinvestment or extension of any Investment existing on the date hereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(g) 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 this Section 7.02; (h) Investments in Swap Contracts permitted under Section 7.03(g); (i) promissory notes and other investments noncash consideration received in connection with Dispositions permitted by Section 7.05; (j) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Borrower (including capital contributionsas a result of a merger or consolidation) in general or limited partnerships or other types of entities (each each, a “venturePermitted Acquisition”) entered into by the Borrower or one of the Guarantors with others); provided that (i) immediately before and immediately after giving Pro Forma Effect to any such venture is engaged exclusively in oil purchase or other acquisition, no Default shall have occurred and gas exploration, development, production, processing be continuing and related activities, including transportation, (ii) to the interest in extent the Borrower or any Restricted Subsidiary incurs any Indebtedness to finance such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property Permitted Acquisition (other than cashRevolving Credit Loans or Incremental Facilities), after giving Pro Forma Effect to any such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines purchase or other similar arrangements which are usual acquisition and customary in the oil and gas exploration and production business located within the geographic boundaries incurrence of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such AcquisitionIndebtedness, the Borrower shall be in pro forma compliance with Sections 6.17the Financial Covenant as of the end of the most recent Test Period (assuming, 6.18 for this purpose, that the Financial Covenant was applicable for such Test Period); (k) the Transaction; (l) Investments in the ordinary course of business consisting of endorsements for collection or deposit and 6.19customary trade arrangements with customers consistent with past practices; (m) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (n) Investments as valued at cost at the time each such Investment is made and including all related commitments for future Investments, in an amount not exceeding the Available Amount, provided that (x) at the time of any such Investment, no Event of Default shall have occurred and be continuing or would result therefrom, (y) at the time of such Investment and after giving effect thereto and to the incurrence of any Indebtedness in connection therewith, (A) the Borrower complies, on a Pro Forma Basis, with the Financial Covenant as of the end of the most recent Test Period (assuming, for this purpose, that the Financial Covenant was applicable for such Test Period) or (B) the Total Leverage Ratio as of the end of the most recent Test Period, on a Pro Forma Basis, would be no greater than the applicable Total Leverage Ratio for such Test Period and (z) in the case of any such Investment in an amount in excess of $15,000,000, 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, demonstrating the calculation of the Available Amount; (o) advances of payroll payments to employees in the ordinary course of business; (p) loans and advances to the Borrower (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Borrower (or such direct or indirect parent) in accordance with Section 7.06(f) or (g); (q) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date 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; (r) Guarantee Obligations of the Borrower or any Restricted Subsidiary in respect of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (s) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (other than any Cure Amount) of Holdings (or of the Borrower or any Intermediate Holding Company or any direct or indirect parent of Holdings after a Qualifying IPO of the Borrower, or such Intermediate Holding Company or such direct or indirect parent of Holdings as the case may be); (t) other Investments in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $60,000,000 and (y) 2.0% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (u) Investments in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $40,000,000 and (y) 1.50% of Total Assets as of the last day of the most recently ended Test Period, plus (ii) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Investments (which amount shall not exceed the amount of such Investment valued at cost at the time such Investment was made); (v) Guarantee Obligations of the Borrower or any Restricted Subsidiary in connection with the provision of credit card payment processing services; (w) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower; and (mx) other loans, advances and investments not Investments by an Unrestricted Subsidiary entered into prior to exceed $1,000,000 in the aggregateday such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary.”

Investments. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries other Borrower Group Member to, make make, incur, assume or permit suffer to exist any loansInvestment in any other Person except: (a) Investments existing as of the Closing Date and identified in Item 7.2.5(a) of the Disclosure Schedule, advancesprovided that any additional Investments made with respect thereto shall be permitted only if permitted under the other provisions of this Section 7.2.5; (b) Investments in Cash Equivalents; (c) without duplication, Investments to the extent permitted as Indebtedness pursuant to Section 7.2.2; (d) Capital Expenditures not to exceed 20,000,000 per annum for any Fiscal Year; provided, that the amount of permitted Capital Expenditures set forth herein in respect of any Fiscal Year, may at the Borrower’s option be increased by (i) the amount equal to 50% of the unused permitted Capital Expenditures for the immediately preceding Fiscal Year, in no event to exceed the amount of $10,000,000 and/or (ii) the amount equal to 50% of the permitted Capital Expenditures for the immediately following Fiscal Year (in which event the permitted Capital Expenditures for the immediately following Fiscal Year shall be reduced on a dollar by dollar basis); (e) without duplication, Investments permitted by Section 7.2.6; (f) acquisitions of Properties provided that the financial covenants in Section 7.2.4 are complied with; (g) Investments constituting (i) accounts receivable arising, (ii) trade debt granted, or capital contributions to(iii) deposits made in connection with the purchase price of goods or services, in each case in the ordinary course of business; (h) loans to Subsidiaries permitted pursuant to Section 7.1.6; (i) loans to Tenants in the ordinary course of business not to exceed (i) $3,000,000 with respect to any single Tenant or its Affiliates, at any one time outstanding, or make (ii) $15,000,000 in the aggregate with respect to all Tenants and their respective Affiliates, at any investment one time outstanding; (j) loans and advances to employees of the REIT, the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the making REIT, the Borrower and Subsidiaries of the Borrower not to exceed $250,000 at any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (a) Liquid Investmentsone time outstanding; (bk) trade and customer accounts receivable which are for goods furnished or services rendered Investments not otherwise permitted hereunder in an aggregate principal amount not to exceed $20,000,000 in the ordinary course of business and are payable in accordance with customary trade termsaggregate at any one time outstanding; (cl) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fm) investments Investments consisting of any deferred portion of the sales price debt securities, equity securities and other non-cash consideration received as consideration for a Disposition permitted by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderSection 7.2.7; (gn) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 Investments in the aggregate, and (iv) if such investment is Capital Stock of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19Subsidiary; and (mo) other loans, advances and investments not Investments in Unconsolidated Subsidiaries unless the Borrower’s Share of the net asset value of Properties held in all Unconsolidated Subsidiaries is equal to exceed $1,000,000 in the aggregateor greater than 10% of Consolidated EBITDA.

Investments. The Borrower shall not(a) Other than Permitted Investments, nor shall it permit any of its Subsidiaries todirectly or indirectly make, make or permit to exist any loans, advancesacquire, or capital contributions to, incur any liabilities (including contingent obligations) for or make in connection with any investment in Investment (including, without limitation, (i) the making acquisition of any Acquisition)the securities (whether debt or equity) of, or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesin, except: a Person, (aii) Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investmentsor transfers of property to a Person, and commitments or (iii) the acquisition of all or substantially all of the properties or assets of a Person). (b) The foregoing to the contrary notwithstanding, Borrower may make or acquire an Investment not otherwise permitted in Section 7.13(a) above if a Referendum Determination Date has not occurred and: (i) Borrower's Interest Coverage Ratio for Borrower's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Investment is made prior to would have been not less than 2.0:1.0 for the period from the date hereof to, but not including, January 1, 2003, and identified 2.25:1.0 thereafter, in each case, determined on a pro forma basis, as if such Investment had been made at the Interim Financial Statements; provided that, the respective amounts beginning of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)four-quarter period; (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) no Event of Default shall have occurred and be continuing at the interest in time such venture Investment is acquired on fair and reasonable terms, made or would occur as a consequence thereof; and (iii) the amount of such loansInvestment, advances together with all other Investments that are not Permitted Investments and other investments shall not exceed $5,000,000 in are made pursuant to this Section 7.13(b) and all dividends made pursuant to Section 7.11(j) after the aggregateClosing Date, and is less than the sum of (iv1) 50% of the Consolidated Net Income of Borrower for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing immediately after the Closing Date to the end of Borrower's then most recently ended fiscal quarter for which internal financial statements are available (or, if such investment Consolidated Net Income for such period is a deficit, 100% of Property such deficit), plus, (2) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by Borrower from the issuance or sale, other than to a Subsidiary of Borrower, of Stock of Borrower (other than cash), such transfer of Property is otherwise permitted under Section 6.04(bDisqualified Capital Stock) above; (h) investments in direct ownership interests in additional Oil after the Closing Date and Gas Properties and gas gathering systems related thereto on or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and prior to the extent that time of such investment is permitted by Legal RequirementsInvestment, including plus (to the extent applicable3) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5100% of the Borrowing Base then in effectaggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by Borrower from the issuance or sale, other than to a Subsidiary of Borrower, of any convertible or exchangeable debt security of Borrower that has been converted or exchanged into Stock of Borrower (other than Disqualified Capital Stock) pursuant to the terms thereof after the Closing Date and on or prior to the time of such Investment (ivincluding any additional net cash proceeds received by Borrower upon such conversion or exchange), plus (4) the aggregate Return from Unrestricted Subsidiaries after giving effect the Closing Date and on or prior to the time of such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateInvestment.

Investments. The Borrower shall notNone of the Borrowers shall, nor shall it they permit any of its their respective Subsidiaries to, to make or permit to exist maintain, directly or indirectly, any loansInvestment, advances, or capital contributions to, or make any investment in (including, without limitation, except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid Investments existing on the date of this Agreement and disclosed on Schedule 8.3 (Existing Investments); (b) trade Investments in cash and customer accounts Cash Equivalents; (c) Investments in payment intangibles, chattel paper (each as defined in the UCC) and Accounts, notes receivable which are for goods furnished and similar items arising or services rendered acquired in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15business; (d) the loans, advances, capital contributions, investments, and commitments made prior Investments received in settlement of amounts due to the date hereof and identified Borrowers or any of their respective Subsidiaries effected in the Interim Financial Statements; provided that, the respective amounts ordinary course of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)business; (e) investments received Investments in connection with the bankruptcy form of intercompany loans made by: (i) any U.S./Canadian Loan Party to any other U.S./Canadian Loan Party; (ii) the U.S. Borrower, the Canadian Borrower or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case the Swiss Borrower to any other Loan Party (other than another Borrower) in the ordinary course of business; provided thatprovided, however, that such intercompany loan shall be evidenced by an Intercompany Note that is a Pledged Secured Intercompany Note; (iii) the U.S. Borrower, the Canadian Borrower or the Swiss Borrower to a Subsidiary of the Company that is not a Loan Party in the ordinary course of business; provided, however, that (A) such intercompany loan shall be evidenced by a Pledged Intercompany Note and (B) the aggregate principal amount of all such investment loans outstanding at any time pursuant to this clause (iii) shall not exceed $1,000,000 75,000,000; (iv) the Canadian Borrower to the German Borrower; provided, however, that (A) such intercompany loan shall be (1) made from the proceeds of the Canadian Dollar Loans and (2) evidenced by a Pledged Secured Intercompany Note and (B) the aggregate principal amount of all such loans outstanding at any time pursuant to this clause (iv) shall not exceed $50,000,000; (v) any Subsidiary of the Company that is not a Loan Party to any Loan Party (other than by appreciation)the German Borrower) or to another Subsidiary of the Company that is not a Loan Party; or (vi) the Company or any Subsidiary of the Company to another Subsidiary of the Company; provided, however, that each such intercompany loan shall not be outstanding for more than five Business Days and the Dollar Equivalent of the aggregate principal amount of all such loans outstanding at any time pursuant to this clause (vi) shall not exceed $10,000,000; (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers employees of the Borrower Borrowers or its Subsidiaries, as the case may be, made any of their respective Subsidiaries in the ordinary course and to the extent of business other than any loans or advances that such investment is permitted by Legal Requirements, including (to the extent applicable) would be in violation of Section 402 of the Sarbanes Oxley Act of 2002Xxxxxxxx-Xxxxx Act; provided provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of investments under all loans and advances permitted pursuant to this clause (hf) shall not exceed $500,000 in the aggregate 15,000,000 at any time; (jg) Debt Guaranty Obligations permitted under by Section 6.02(g8.1 (Indebtedness); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (mh) other loans, advances and investments Investments in Norf GmbH for purposes of making Capital Expenditures in an aggregate amount not to exceed $1,000,000 10,000,000 during any Fiscal Year; (i) Investments (A) made by any Loan Party in the aggregate.connection with a Permitted Acquisition, (B) in promissory notes or other assets received in consideration from Asset Sales permitted under Section 8.4(i) (Sale of Assets) and (C) in Securitization Subsidiaries in connection with Securitization Facilities;

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments by the Borrower or any Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made, and the holding of cash at any time by the Borrower or any Restricted Subsidiary; (b) trade loans or advances to directors, officers, members of management, employees and customer consultants of a Restricted Company to finance such Person’s purchase of Equity Interests of the Borrower or any Parent Company (i) in an aggregate outstanding amount not to exceed either the greater of (x) $2,500,000 and (y) 2.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period, at any time outstanding and/or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed (or deemed to have been contributed) to the Borrower for the purchase of such Equity Interests; (c) (i) Investments among the Borrower and/or one or more Restricted Subsidiaries; provided that (A) the aggregate outstanding amount of Investments made by any Loan Party in any Restricted Subsidiary that is not a Loan Party in reliance on this Section 7.02(c)(i) outside of the ordinary course of business shall not exceed the greater of $97,500,000 and 75.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period, (B) it is understood and agreed for the avoidance of doubt that any Investment made in connection with cash management and the funding of working capital shall constitute an “ordinary course” Investment and (C) Investments in any Restricted Subsidiary in the form of an intercompany loan that constitutes Collateral shall not reduce availability under clause (A) of this proviso and (ii) Investments made by the Borrower and/or any Restricted Subsidiary in any Restricted Subsidiary in the form of any contribution or Disposition of the Equity Interests of any Person that is not a Loan Party; (d) Investments consisting of extensions of credit in the nature of accounts receivable which are for goods furnished or services rendered notes receivable arising from the grant of trade credit in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investmentsbusiness, and commitments made prior Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to the date hereof and identified suppliers in the Interim Financial Statements; provided that, the respective amounts ordinary course of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)business; (e) investments Investments consisting of, or resulting from, Xxxxx, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively; (f) (i) Investments (A) existing on the Closing Date or (B) contemplated on the Closing Date; provided, that, to the extent the contractually committed or contemplated amount on the Closing Date of any individual such Investment described in this clause (B) exceeds $10,000,000, such Investment is set forth on Schedule 7.02 and (ii) any modification, replacement, renewal or extension of the Investments described in clause (i); provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02; XXXX:\98106221\28\78831.0005 (g) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05; (h) (i) Permitted Acquisitions and (ii) any Investment by any Loan Party in any Restricted Subsidiary that is not a Loan Party in an amount required to permit such non-Loan Party to directly, or indirectly through one or more other Restricted Subsidiaries, consummate a Permitted Acquisition, which amount is actually applied by such non-Loan Party, directly, or indirectly through one or more other Restricted Subsidiaries, to consummate such Permitted Acquisition; (i) Investments received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or settlement of delinquent accounts and other disputes with, customers any Person arising in the ordinary course of business and suppliers, upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (j) Investments in each case the Borrower or any of its Subsidiaries in connection with intercompany cash management arrangements and related activities in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fk) investments consisting advances of payroll payments or other compensation (including deferred compensation) to present or former employees, directors, members of management, officers, managers or consultants of any deferred Parent Company (to the extent such payments or other compensation relate to services provided to such Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the sales price received ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), the Borrower and/or any subsidiary in the ordinary course of business; (l) Guarantees by the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) entered into in the ordinary course of business; (m) Investments in the ordinary course consisting of endorsements for collection or deposit; (n) Investments in Unrestricted Subsidiaries in an aggregate outstanding amount not to exceed the greater of (x) $40,000,000 and (y) 30.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period as of such time; (o) Investments consisting of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (p) Investments made in connection with the Transactions; (q) Investments in an aggregate outstanding amount not to exceed (i) the greater of (x) $65,000,000 or (y) 50.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period plus (ii) at the election of the Borrower, the amount of Restricted Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 7.06(j) (it being understood that any amount utilized under this clause (ii) to make an Investment shall result in a reduction in the amount available under Section 7.06(j), plus (iii) at the election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 7.09(d) (it being understood that any amount utilized under this clause (iii) to make an Investment shall result in a reduction in the amount available under Section 7.09(d)); (r) Investments in reliance on (i) the Available Amount and (ii) the Available Excluded Contribution Amount; (s) Investments to the extent that payment therefor is made with Equity Interests of any Parent Company or Qualified Equity Interests of the Borrower or any Restricted Subsidiary, in each case, to the extent not resulting in a Change of Control; provided, that in connection with any sale such Investment, any payment (or portion thereof) not made with Equity Interests of assets any Parent Company or Qualified Equity Interests of the Borrower or any Restricted Subsidiary must otherwise be permitted hereunderunder this Section 7.02; XXXX:\98106221\28\78831.0005 (t) any Investment so long as after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio as of the last day of the most recently ended Test Period does not exceed the greater of 2.70:1.00; (gu) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one Investments consisting of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas explorationlicensing, development, production, processing and related activitiessublicensing or contribution of IP Rights, including transportationpursuant to joint marketing, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and collaboration or joint development arrangements with other investments shall not exceed $5,000,000 Persons in the aggregate, and (iv) if such investment is ordinary course of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08business; (i) loans Investments of any Restricted Subsidiary acquired after the Closing Date (other than as a result of a redesignation of any Unrestricted Subsidiary), or advances to employeesof any Person (other than an Unrestricted Subsidiary) acquired by, officersor merged into or consolidated or amalgamated with, directors or managers of the Borrower or its Subsidiariesany Restricted Subsidiary after the Closing Date, as the in each case may be, made in the ordinary course and pursuant to an Investment otherwise permitted by this Section 7.02 to the extent that such investment is Investments of such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted by Legal Requirementsunder clause (i) of this Section 7.02(v) so long as any such modification, including (to replacement, renewal or extension thereof does not increase the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any timesuch Investment; (jw) Debt permitted under Section 6.02(gInvestments in any Restricted Subsidiary in connection with reorganizations and activities related to tax planning; provided, that after giving effect to any such reorganization and related activities, neither the Guaranty, taken as a whole, nor the security interest of the Administrative Agent in the Collateral, taken as a whole, is materially impaired (in the good faith determination of the Borrower); (kx) Hedge Contracts any Investment made by any Unrestricted Subsidiary prior to the extent permitted under Section 6.14date on which such Unrestricted Subsidiary is designated as a Restricted Subsidiary so long as the relevant Investment was not made in contemplation of the designation of such Unrestricted Subsidiary as a Restricted Subsidiary; (ly) Acquisitions; provided that Investments made in joint ventures as required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements in each case entered into in the ordinary course of business; (iz) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; andPermitted Bond Hedge Transaction; (maa) Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other loans, advances and investments not to exceed $1,000,000 in the aggregate.similar deposits;

Investments. The Borrower No Credit Party shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness Indebtedness of or interests in any Person or any Oil joint venture (in each case, an “Investment”), except any of the following Investments, in each case, solely to the extent that such Investments are not made in or for the direct or indirect benefit of any Unrestricted Subsidiary with the exception of (i) those Investments made from the Non-Recourse Investment Assets, (ii) Investments pursuant to clause (s) below, (iii) the Hydro-Carbon Investment in the Hydro-Carbon Subsidiary, (iv) the Investment permitted in the parenthesis set forth in Section 4.47(a)(iv) and Gas Properties or activities related (v) the Investments referenced in clauses (b), (k)(ii) and (u)(i) of this Section 4.35, in the case of this clause (v), to Oil and Gas Propertiesthe extent such Investments are on terms that are no less favorable to the Credit Party, exceptthan those that might be obtained at the time from a Person who is not an Affiliate: (a) Investments in cash and/or Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.154.41 and the other provisions of this Section 4.35 (to the extent that any Investments are being made in or with respect to such Subsidiary); (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fe) investments Investments consisting of any deferred portion of the sales price or non-cash consideration received by the Borrower or any Subsidiary Credit Party in connection with any sale Disposition permitted hereunder provided that such Investments are pledged as Collateral hereunder (except to the extent consisting of assets permitted hereunderExcluded Property); (f) [Reserved]; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above[Reserved]; (h) investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto negotiable instruments deposited or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary be deposited for collection in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08business; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.144.30; (j) (i) Investments made with any Non-Recourse Investment Assets and (ii) other Investments not to exceed $2,500,000 per year; (i) legal retainers deposited with legal counsel to the extent that such retainers do not exceed $250,000 at any time and prepaid expenses, and (ii) advances (including to trade creditors), made in connection with purchases of goods or services in the ordinary course of business; (l) Acquisitions; provided that Investments by one Credit Party in another Credit Party or Investments by an Unrestricted Subsidiary into another Unrestricted Subsidiary; (m) Investments owned by any Credit Party on the Closing Date which are described on Schedule 4.35 to the Indenture; (n) Guarantees constituting Indebtedness permitted under Section 4.30 so long as the guaranty is of Indebtedness of a Credit Party permitted under Section 4.30; (o) deposits of cash made in the ordinary course of business to secure performance of (i) operating leases of a Credit Party, and (ii) other contractual obligations of a Credit Party that do not constitute Indebtedness, in each case, in the ordinary course of business; (p) non-cash loans and advances to employees, officers, and directors of a Credit Party for the purpose of purchasing Equity Interests in the Company so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests provided that the aggregate amount of such loans outstanding shall not exceed $1,000,000 at any newly acquired Subsidiary shall promptly comply time; (q) xxxxxxx money deposits made in connection with any letter of intent or purchase agreement in connection with a Permitted Investment otherwise permitted under this Section 4.35 (and not otherwise prohibited hereunder); (r) guarantees of leases (other than Capital Leases) or of other obligations, in each case, of a Credit Party that do not constitute Indebtedness, in each case, entered into in the ordinary course of business; (s) Investments, the consideration for which consists solely of Equity Interests of the Company; (t) [Reserved]; (i) normal and customary indemnities issued in the ordinary course of business (including in connection with any Permitted Disposition) or (ii) consisting of normal and customary indemnities issued in connection with the requirements issuance and sale of Section 6.15securities otherwise permitted hereunder; (v) the Hydro-Carbon Investment; and (w) Investments (i) made by Agri-Energy consisting of prepayments by Agri-Energy under the XX Xxxxx Origination Agreement, (ii) no Event made by Agri-Energy in connection with the acquisition of Default exists before corn grain in accordance with the XX Xxxxx Origination Agreement, and after giving effect to such investment, (iii) immediately after giving effect made by the Company pursuant to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateXX Xxxxx Guaranty.

Investments. The Borrower Each of the Company and any Restricted Subsidiary shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make any Investment (other than any Restricted Investment permitted to be made pursuant to Section 9.03), except that the following Investments shall be permitted (each, a “Permitted Investment”): (i) any Investment in the Company or permit any other Credit Party; (ii) any Investment by any Restricted Subsidiary that is not a Credit Party in any other Restricted Subsidiary that is not a Credit Party; (iii) any Investment in Investment Cash Equivalents or Investment Grade Securities; (iv) any Investment subject to exist compliance with the Investment and Junior Debt Incurrence Conditions on a pro forma basis after giving effect to such Investment; (v) any loansInvestments in Restricted Subsidiaries that are not Credit Parties in an aggregate amount, advancesmeasured at the time such Investment is made (and valued at the Fair Market Value thereof at the time made), that would not exceed the sum of (I) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Incurrence based upon the Section 8.01 Financials most recently delivered on or capital contributions toprior to the date of such Investment minus (II) the aggregate amount, or make measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant the proviso to Section 9.05(vi); provided, however, that if any investment Investment pursuant to this clause (v) is made in (including, without limitation, any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (v)); provided, further, that, notwithstanding the foregoing, any Investment in Subsidiaries that are not Credit Parties shall be permitted without restriction so long as (x) such Investments are part of a series of transactions that results in all proceeds of the intercompany Investments being invested substantially contemporaneously in (or distributed to) any Borrower or any Guarantor or (y) such Investments constitute intercompany Investments, reorganizations and related activities related to tax planning and reorganization so long as after giving effect thereto, the Lien of the Secured Creditors on the Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the Equity Interests of one or more “first-tier” Foreign Subsidiaries to a newly created “first-tier” Foreign Subsidiary shall be permitted); (vi) Permitted Acquisitions; provided that the aggregate amount of Permitted Acquisition Consideration relating to all such Permitted Acquisitions made or provided by a Credit Party to acquire any Restricted Subsidiary that does not become a Credit Party or merge, consolidate or amalgamate into a Credit Party or any assets that shall not, immediately after giving pro forma effect to such Permitted Acquisition, be owned by a Credit Party, shall not exceed (A) the greater of (x) $25,000,000 and (y) 2.00% of Consolidated Total Assets, measured as of the date of such Investment based upon the Section 8.01 Financials most recently delivered on or prior to the date of such Investment minus (B) the aggregate amount, measured at the time such Investment is made, of all Investments (valued at the Fair Market Value of such Investments at the time such Investments are made) made pursuant to Section 9.05(v); provided, or purchase or commit however, that if any Investment pursuant to purchase any stock or other securities or evidences of indebtedness of or interests this clause (vi) is made in any Person or any Oil that is not a Credit Party at the date of the making of such Investment and Gas Properties or activities related such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to Oil have been made pursuant to clause (i) above and Gas Properties, except: shall cease to have been made pursuant to this clause (a) Liquid Investmentsvi); (bvii) trade any Investment in securities or other assets, including earnouts not constituting Investment Cash Equivalents or Investment Grade Securities and customer accounts receivable which received in connection with an Asset Sale made pursuant to Section 9.02 or any other disposition of assets not constituting an Asset Sale; (viii) any Investment existing on the Closing Date and listed on Schedule 9.05(viii) or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any such Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment may be increased in such extension, modification or renewal only (i) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (ii) as otherwise permitted under this Agreement; (ix) Hedging Obligations and Secured Bank Product Obligations permitted under Section 9.04(x); (x) any Investment in a Similar Business, an Unrestricted Subsidiary or a joint venture having an aggregate Fair Market Value taken together with all other Investments made pursuant to this clause (x) that are for goods furnished or services rendered at that time outstanding, not to exceed, as of the date such Investment is made, $20,000,000 (in each case, determined on the date such Investment is made, with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (x) is made in any Person that is not a Credit Party at the date of the making of such Investment and such Person becomes a Credit Party after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and shall cease to have been made pursuant to this clause (x); (xi) guarantees of Indebtedness permitted under Section 9.04, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with past practice and are payable in accordance with customary trade terms; (c) the creation of Liens on the assets of the Company or any additional Subsidiaries Restricted Subsidiary in compliance with Section 6.159.01; (dxii) the loans(i) advances to, advancesor guarantees of Indebtedness of, capital contributionsemployees not in excess of $2,000,000 outstanding at any one time, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statementsaggregate; provided thatand (ii) loans and advances to employees, the respective amounts of such loansdirectors, officers, managers, distributors and consultants for business-related travel expenses, moving expenses and other similar expenses or payroll advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company; (xiii) payments of Indebtedness of Opta Minerals, Inc. concurrently with the sale thereof, solely out of the proceeds of such sale and to the extent required by the sale agreement therefor; (xiv) advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Company or any of the Restricted Subsidiaries; (xv) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with past practice; (xvi) Investments made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fxvii) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made Investments in the ordinary course of business or consistent with past practice consisting of UCC Article 3 endorsements for collection of deposit and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any timeArticle 4 customary trade arrangements with customers consistent with past practices; (jxviii) Debt permitted under Section 6.02(g); (k) Hedge Contracts additional Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.this clause

Investments. The Borrower shall will not, nor shall it and will not permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger) any Equity Interest, evidences of its Subsidiaries toindebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans, advances, loans or capital contributions advances to, or make or permit to exist any investment in (including, without limitation, the making Guarantee of any Acquisitionobligations of, any other Person (all of the foregoing, “Investments”), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (a) Liquid InvestmentsInvestments in Cash Equivalents; (b) trade Investments existing on the Closing Date and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsset forth on Schedule 7.4; (c) creation Investments by any Person in existence at the time such Person becomes a Subsidiary, provided such Investment was not made in connection with or anticipation of any additional Subsidiaries in compliance with Section 6.15such Person becoming a Subsidiary; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than Investments permitted by appreciation)Section 7.3 or 7.5; (e) investments received Investments (i) made by the Borrower in connection with any Subsidiary Guarantor, (ii) made by any Subsidiary Guarantor in the bankruptcy Borrower or reorganization ofany other Subsidiary Guarantor, or settlement of delinquent accounts and disputes with, customers and suppliers, (iii) made by any Excluded Subsidiary in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (any other than by appreciation)Excluded Subsidiary; (f) investments consisting loans, advances and Guarantees of any deferred portion of the sales price received Indebtedness permitted by Section 7.1; (g) Guarantees by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loansto the extent that, advances immediately before and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that immediately after giving effect thereto (i) any such venture is engaged exclusively in oil no Default shall or will exist, and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments Senior Leverage Ratio shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other would not be greater than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above2.25:1.00; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or Investments (other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested than Guarantees) by the Administrative AgentBorrower and the Subsidiaries to the extent that immediately before and immediately after giving effect thereto no Default shall or would exist, such assets are pledged as Collateral pursuant to Section 5.08;and (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists immediately before and immediately after giving effect to such investmentthereto the Senior Leverage Ratio is not and would not be greater than 2.25:1.00, or (iiiii) immediately after giving effect to such Acquisition, thereto (1) the aggregate Unused Commitment Amounts outstanding principal balance of the Lenders is greater than or equal all debt Investments made pursuant to 5% of the Borrowing Base then in effect, and (ivthis Section 7.4(h)(ii) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments would not to exceed $1,000,000 in the aggregate.10,000,000, and

Investments. The Borrower Neither the Borrowers nor the Subsidiary Guarantors shall not, nor shall it permit any of its Subsidiaries todirectly or indirectly, make or permit to exist hold any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments in Cash Equivalents; (b) trade Investments in any Borrower or Subsidiary Guarantor; (c) Investments (excluding loans and customer accounts receivable which are advances made in lieu of Restricted Payments pursuant to and limited by Section 7.02(j) below) consisting of transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other than 7.04(d) or (e)), 7.05 (other than 7.05(b) and (d)), 7.06 (other than 7.06(e) or (i)(iv)) and 7.10, respectively; (d) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 7.02(d), and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by any Borrower or Subsidiary Guarantor in any of its Subsidiaries and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment as of the Closing Date or as otherwise permitted by this Section 7.02; (e) loans or advances to officers, directors, managers and employees of any Loan Party (or any Parent Company thereof) or any of its Subsidiaries (i) for goods furnished reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of any Parent Guarantor or services rendered Parent Pledgor or any Parent Company thereof directly from such issuing entity (provided that the amount of such loans and advances shall be contributed to the applicable Borrower(s) in cash as common equity) and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under clause (iii) above shall not exceed $20,000,000; (f) Investments in Swap Contracts permitted under Section 7.03; (g) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05; (h) the Transactions and Investments made in connection with the Transactions; (i) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and are payable in accordance with UCC Article 4 customary trade termsarrangements with customers consistent with past practices; (cj) creation loans and advances to any Borrower and any other Parent Company of such Borrower not to exceed the amount of (after giving effect to any additional Subsidiaries other loans, advances or Restricted Payments in compliance with Section 6.15respect thereof) Restricted Payments permitted to be made to such Parent Company by Sections 7.06(g), (h) or (i); provided that payments made pursuant to this clause (j) shall reduce the available baskets in Sections 7.06(g), (h) or (i), as applicable; (dk) other Investments, which when combined with the loans, advances, capital contributions, investmentsaggregate amount of other Investments outstanding pursuant to this clause (k) (valued at the time of the making thereof, and commitments made prior without giving effect to any write downs or write offs thereof, but giving effect to any positive return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts), does not exceed at the date hereof and identified in the Interim Financial Statements; provided thattime when any such new Investment is made, the respective amounts greater of (i) $45,000,000 and (ii) seventeen and one-half percent (17.5%) of Distributed Cash (after giving effect to such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationInvestments); (el) investments Investments to the extent that payment for such Investments is made solely with Equity Interests (other than Disqualified Equity Interests) of any Parent Guarantor (or any Parent Company of such Parent Guarantor); (m) Investments that are made in (i) an amount equal to the amount of Excluded Contributions previously received and the Borrower Representative elects to apply under this clause (m) or (ii) without duplication with clause (i), an amount equal to the proceeds distributed by the Acquired Business to any Borrower or Subsidiary Guarantor from a Disposition in connection with respect of property or assets acquired by the bankruptcy or reorganization of, or settlement Acquired Business after the Closing Date by means of delinquent accounts and disputes with, customers and suppliersan Excluded Contribution, in each case case, to the extent Not Otherwise Applied; provided that any such Investment made pursuant to this clause (m) shall not be made with Target Shares (it being understood any investment in Target Shares made with the proceeds of any such Excluded Contribution or distribution from the Acquired Business shall not be prohibited); (n) Guarantees by any Borrower or Subsidiary Guarantor of obligations that do not constitute Indebtedness entered into in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fo) investments consisting advances of any deferred portion payroll payments to employees in the ordinary course of the sales price received by the Borrower or any Subsidiary business; (p) xxxxxxx money deposits required in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19Investment; and (mq) other loans, advances and investments Investments that are made in an amount equal to the amount of Cash Flow Available for Distribution determined on the date of such Investment to the extent Not Otherwise Applied; provided the Restricted Payment Conditions are satisfied; provided further that any such Investment made pursuant to this clause (q) shall not to exceed $1,000,000 be made with Target Shares (it being understood any investment in the aggregateTarget Shares made with Cash Flow Available for Distribution shall not be prohibited).

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents; provided that aggregate value of Cash Equivalents of the Borrower and its Subsidiaries with maturities exceeding 18 months shall not exceed fifty percent (50%) of the aggregate value of all Cash Equivalents of the Borrower and its Subsidiaries; (b) trade Investments existing as of the Closing Date and customer accounts receivable which are for goods furnished or services rendered set forth in the ordinary course of business and are payable in accordance with customary trade termsSchedule 8.02; (c) creation of Investments in any additional Subsidiaries in compliance with Section 6.15Person that is a Loan Party prior to giving effect to such Investment; (d) Investments by any Foreign Subsidiary of the loans, advances, capital contributions, investments, and commitments made prior to Borrower in any other Foreign Subsidiary of the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Borrower; (e) investments received Investments (including loans and advances) by any Loan Party in connection with any Foreign Subsidiary; provided that the bankruptcy aggregate principal amount of all such Investments (excluding any Investments permitted under Section 8.02(b)) shall not exceed an amount equal to the lesser of (i) 10% of Consolidated Tangible Assets and (ii) $50,000,000 at any one time outstanding; (f) Investments consisting of extensions of credit in the nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)extent reasonably necessary in order to prevent or limit loss; (fg) investments consisting Guarantees permitted by Section 8.03; (h) advances or loans (excluding travel expenses) to officers of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the an aggregate principal amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateany fiscal year; (i) Permitted Acquisitions; and (j) other Investments not otherwise permitted pursuant to this Section 8.02 in an aggregate principal amount not to exceed an amount equal to 5% of Consolidated Total Assets at any one time outstanding.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid Investmentscontributions by the Company to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in each case in accordance with Section 11.10; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsInvestments constituting Debt permitted by Section 11.1; (c) creation of any additional Subsidiaries in compliance with Contingent Liabilities constituting Debt permitted by Section 6.1511.1 or Liens permitted by Section 11.2; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Cash Equivalent Investments; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case bank deposits in the ordinary course of business; , provided that, that the aggregate amount of all such investment deposits which are maintained with any bank other than a Lender shall not at any time exceed $1,000,000 (other than by appreciation)the amounts described in Section 10.10 hereof; (f) investments consisting Investments in securities of Account Debtors received pursuant to any deferred portion plan of reorganization or similar arrangement upon the sales price received by the Borrower bankruptcy or any Subsidiary in connection with any sale insolvency of assets permitted hereundersuch account debtors; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one Investments listed on Schedule 11.11 as of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveClosing Date; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related extensions of credit upon customary terms to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary their customers in the oil and gas exploration and production business located within the geographic boundaries ordinary course of the United States of Americatheir business; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08;and (i) loans or advances extensions of credit to employees, officers, directors or managers officers and employees in accordance with policies in effect on the date of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and this Agreement to the extent that the Administrative Agent has received a written copy of such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitionspolicy; provided that (ix) any newly acquired Subsidiary shall promptly comply Investment which when made complies with the requirements of Section 6.15the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (b), (iic), (g), (h) no or (i) of this Section 11.11 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts or Unmatured Event of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateDefault exists.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by the REIT or its Subsidiaries in the form of cash or Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished Investments of any Loan Party or services rendered any Subsidiary thereof in the ordinary course of business and are payable in accordance with customary trade termsany Loan Party; (c) creation Investments in land holdings so long as, after giving effect to any such Investment, the aggregate amount of Investments made pursuant to this clause (c), taken together with the aggregate amount of Investments made pursuant to clauses (d) and (e) of this Section 7.03, does not at any additional Subsidiaries in compliance with Section 6.15time exceed 5% of the Total Asset Value at such time; (d) Investments (whether originated or acquired by the loansREIT or a Subsidiary thereof) consisting of commercial mortgage loans and commercial real estate-related notes receivable so long as the aggregate amount of Investments made pursuant to this clause (d), advancestaken together with the aggregate amount of Investments made pursuant to clauses (c) and (e) of this Section 7.03, capital contributions, investments, and commitments made prior to does not at any time exceed 5% of the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of Total Asset Value at such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)time; (e) investments received Investments in connection with the bankruptcy or reorganization of, or settlement respect of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, costs to construct Investment Properties under development so long as the aggregate amount of Investments made pursuant to this clause (e), taken together with the aggregate amount of Investments made pursuant to clauses (c) and (d) of this Section 7.03, does not at any time exceed 5% of the Total Asset Value at such investment shall not exceed $1,000,000 (other than by appreciation)time; (f) investments consisting Investments in income producing Investment Properties not constituting (i) Investments in land holdings, (ii) commercial mortgage loans and commercial real estate-related notes receivable and (iii) Investments in respect of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereundercosts to construct Investment Properties under development; (g) loans, advances and other investments (including capital contributions) Investments in general or limited partnerships or other types of entities (each a “venture”) entered into Swap Contracts permitted by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above7.02; (h) investments Investments of the REIT and its Subsidiaries in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto (x) any Subsidiary not otherwise permitted under this Section 7.03 or related to farm-out, farm-in, joint operating, (y) any Unconsolidated Affiliate that is a joint venture between one or area more members of mutual interest agreementsthe Consolidated Group and one or more Xxxxx Affiliates; provided, gathering systems, pipelines or other similar arrangements which are usual and customary that in the oil case of each of clauses (x) and gas exploration and production business located within (y), after giving pro forma effect to such Investment the geographic boundaries Loan Parties are in compliance with each of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to financial covenants contained in Section 5.087.11; (i) loans or advances to employees, officers, directors or managers Investments of the Borrower REIT and its Subsidiaries in any Unconsolidated Affiliate that is a joint venture between one or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 more members of the Sarbanes Oxley Act of 2002Consolidated Group and one or more Persons that are not Xxxxx Affiliates; provided provided, that the aggregate outstanding amount of investments under this clause (h) shall Investments made by the Loan Parties and their Subsidiaries in such Unconsolidated Affiliates does not exceed $500,000 in the aggregate at any time exceed 5% of Total Asset Value at such time;; and (j) Debt permitted under warrants referred to in Section 6.02(g7.06(h); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower No Loan Party nor any Subsidiary of a Loan Party shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investments in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (a) Liquid InvestmentsInvestments permitted by Sections 6.04 and Section 6.05; (b) trade Investments in cash and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsCash Equivalents; (c) creation advances to officers, directors and employees of any additional the Borrower and its Subsidiaries in compliance with Section 6.15an aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (di) Investments by the loans, advances, capital contributions, investments, Borrower and commitments made prior to its Subsidiaries in their respective Subsidiaries outstanding on the date hereof hereof, (ii) additional Investments by the Borrower and identified its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Interim Financial Statements; provided thatBorrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the respective amounts Loan Parties in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof, together with any Investments made pursuant to Section 6.07(i), not to exceed the greater of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationA) $50,000,000 or (B) 15% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); (e) investments received Investments consisting of extensions of credit in connection with the bankruptcy nature of accounts receivable or reorganization of, or settlement notes receivable arising from the grant of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (f) Investments existing on the Closing Date and set forth on Schedule 6.07; (g) Investments in Swap Contracts permitted under 6.22(h); (h) so long as no Default or Event of Default shall have occurred and is continuing or would result from such Investment, other Investments not otherwise permitted under this Section 6.07, which when aggregated with all other Investments made by the Loan Parties and Subsidiaries of Loan Parties pursuant to this clause (h) and the aggregate outstanding loans and advances made by the Loan Parties and Subsidiaries of Loan Parties under Section 6.05(e) do not exceed the greater of (i) $125,000,000 or (ii) 25% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b), in the aggregate outstanding at any one time; (i) Investments made by the any Loan Party in or to any non-wholly owned Subsidiary or joint venture, including Guarantees of Debt of such Subsidiaries and any joint ventures; provided that, that the aggregate amount of such investment Investments by the Loan Parties, together with Investments pursuant to Section 6.07(d)(iv), shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting the greater of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, $50,000,000 or (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries 15% of the United States Consolidated EBITDA as of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 5.08; 6.01(a) or (i) loans or advances to employeesb), officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any one time; (j) Debt permitted under Section 6.02(g)to the extent constituting an Investment, all or any portion of the Arkansas Revenue Bond Transaction; (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and other Investments so long as after giving effect to such investmentAcquisition on a Pro Forma Basis, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts no Default or Event of the Lenders is greater than Default shall have occurred and be continuing or equal to 5% of the Borrowing Base then in effectwould result therefrom, and (iv) after giving effect to such Acquisition, the Borrower shall deliver to the Administrative Agent a Compliance Certificate demonstrating that the Loan Parties would be in pro pro-forma compliance with Sections 6.17, 6.18 and 6.19; and the covenants set forth in Section 6.03 (mas calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered quarterly financial statements in accordance with Section 6.01(a) other loans, advances and investments not to exceed $1,000,000 in the aggregateor (b)).

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or permit to exist own any loans, advances, or capital contributions to, or make any investment Investment (including in (including, without limitation, connection with the making creation and/or production of any Acquisition), Media Library or purchase Media Rights or commit to purchase any stock or other securities or evidences of indebtedness of or interests broadcast programming) in any Person or Person, including without limitation any Oil Joint Venture and Gas Properties or activities related to Oil and Gas Propertiesany Foreign Subsidiary, except: (a) Liquid InvestmentsInvestments in Cash and Cash Equivalents; (b) trade equity Investments owned as of the Closing Date in any Subsidiary and customer accounts receivable which are for goods furnished Investments made after the Closing Date in any wholly-owned Guarantor Subsidiaries of Parent Borrower; provided that, any such Investments made in RLJ Australia, when aggregated with any Indebtedness extended to RLJ Australia by any Credit Party during such Fiscal Year pursuant to Section 6.1(b), shall not exceed $750,000 at any time during the first Fiscal Year following the Closing Date, increasing by $250,000 during the subsequent Fiscal Year, up to a maximum aggregate amount of $1,000,000 at any time; (c) Investments (i) in any Securities received in satisfaction or services rendered partial satisfaction thereof from financially troubled account debtors, and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Parent Borrower and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15its Subsidiaries; (d) the loans, advances, capital contributions, investments, intercompany loans and commitments made prior guarantees to the date hereof extent permitted under Sections 6.1(b) and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationg); (e) investments received in connection with the bankruptcy or reorganization ofloans and advances to employees, or settlement officers and directors of delinquent accounts Parent Borrower and disputes with, customers and suppliers, in each case its Subsidiaries (i) made in the ordinary course of business; provided that, and (ii) any refinancings of such loans after the Closing Date in an aggregate amount of for all such investment shall loans and advances made under this Section 6.6(e), not to exceed $1,000,000 (other than by appreciation)250,000 at any time outstanding; (f) investments Investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderPermitted Acquisitions; (g) loans, advances and other investments (including capital contributions) Investments described in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveSchedule 6.6; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower shall not, nor and shall it permit any of its Subsidiaries cause each Restricted Subsidiary not to, make directly or permit to exist any loansindirectly, advances, or capital contributions to, or make any investment in Investments, except (includingsuch Investments, without limitationcollectively, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except:“Permitted Investments”): (a) Liquid InvestmentsInvestments held by the Borrower or such Restricted Subsidiary in the form of cash or Cash Equivalents; (b) trade advances to officers, directors and customer accounts receivable which are employees of the Borrower and its Restricted Subsidiaries for goods furnished or services rendered in the travel, entertainment, relocation and analogous ordinary course of business and are payable in accordance purposes consistent with customary trade termspast practice; (c) creation Investments (including in the form of intercompany Indebtedness) (i) by a Loan Party in a Loan Party, (ii) by a Non-Loan Party in a Non-Loan Party, (iii) by a Non-Loan Party in a Loan Party, and (iv) by a Loan Party in a Non-Loan Party; provided that (A) any additional such Investments made pursuant to the preceding clause (iv) in the form of intercompany loans shall be evidenced by a promissory note that has been pledged to the Collateral Agent for the benefit of the Lenders in accordance with the requirements of the Security Agreement, and (B) the aggregate amount of all Investments made pursuant to preceding clause (iv) shall not exceed at any time outstanding the greater of (x) $20,000,000 and (y) 7.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries in compliance with Section 6.15for the Calculation Period then most recently ended at the time such Investment is made; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of extensions of credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than by appreciation)e) capital expenditures; (f) investments consisting Investments received in connection with a Disposition permitted pursuant to Section 8.05(i); (g) Investments identified on Schedule 8.02; (h) Investments in connection with an acquisition permitted under Section 8.04(e); (i) other Investments made after the Closing Date in an aggregate amount not to exceed (i) the greater of any deferred portion (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the sales price received Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time such Investment is made plus (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Available Amount; and (j) other Investments made after the Closing Date, so long as (i) no Event of Default shall have occurred or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Investment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Calculation Period, does not exceed 4.25 to 1.00. For purposes of computing the aggregate amount of Investments made after the Closing Date pursuant to clause (i)(i) above, the amount of such Investments shall be reduced by any net reduction in Investments resulting from payments of dividends, repayments of loans or advances or other transfers of assets to the Borrower or any of its Restricted Subsidiaries or the satisfaction or reduction of obligations of other Persons which have been Guaranteed by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Restricted Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments held by the Loan Parties and their respective Subsidiaries in the form of Cash and Cash Equivalents; (b) trade (i) Investments made on or prior to the Closing Date by the Loan Parties and customer accounts receivable which their Subsidiaries in their respective Subsidiaries, (ii) additional Investments by the Loan Parties and their Subsidiaries in Loan Parties (other than the Company), (iii) additional Investments by Subsidiaries that are for goods furnished not Loan Parties in other Subsidiaries that are not Loan Parties, (iv) Investments made on or services rendered prior to the Closing Date in Joint Ventures and (v) additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties and Joint Ventures; provided that (A) no Default has occurred and is continuing or would result from such Investment and (B) taking into account the making of such Investment, the Loan Parties shall be in compliance, on a pro forma basis, with the provisions of Section 7.11; (c) Guarantees permitted by Section 7.02; (d) Investments existing on the date hereof (other than those referred to in Section 7.03(b)(i) and (iv)); (e) Investments in connection with the Acquisition; (f) loans and advances to employees in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior not to the date hereof and identified exceed $2,500,000 in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of at any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereundertime outstanding; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into Investments by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil Loan Parties and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall their Subsidiaries not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under this Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America7.03; provided that if requested by the Administrative Agentthat, such assets are pledged as Collateral with respect to each Investment made pursuant to this Section 5.08;7.03(g): (i) loans such Investment shall not include or advances result in any contingent liabilities that could reasonably be expected to employeesbe material to the business, officersfinancial condition, directors operations or managers prospects of the Borrower or Company and its Subsidiaries, taken as a whole (as determined in good faith (A) by the case may beboard of directors (or persons performing similar functions) of the Company or such Subsidiary if such board of directors is otherwise approving such transaction and (B) in each other case, made by a Responsible Officer); (ii) such Investment shall be in property that is part of, or in lines of business that are, substantially the same lines of business as one or more of the principal businesses of the Loan Parties and their Subsidiaries in the ordinary course and to the extent or Persons that own such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002property; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time;and (jiii) Debt permitted under Section 6.02(g); (kA) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists immediately before and immediately after giving pro forma effect to any such investmentInvestment, no Default shall have occurred and be continuing or would result and (iiiB) immediately after giving effect to such AcquisitionInvestment, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, Company and (iv) after giving effect to such Acquisition, the Borrower its Subsidiaries shall be in compliance, on a pro forma compliance basis, with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateprovisions of Section 7.11.

Investments. The Each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, make purchase, make, incur, assume or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestment, except: (a) Liquid Investments; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance accordance with Section 6.157.12(b); (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statementsacquisition of Hydrocarbon Interests; provided thatthat such Hydrocarbon Interests are subject to a Security Interest and provided further that if such acquisition is partially or wholly funded with cash, such expenditure shall also comply with the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased most recent Corporate Cashflow Projection (other than or any update thereof approved by appreciationthe Majority Lenders); (e) investments received Investments existing on the Closing Date and specified in connection with Item 8.7(e) of 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)Disclosure Schedule; (f) investments consisting of any deferred portion the Collection Accounts and the accounts listed in Item 6.22 and Item 8.15 of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder;Disclosure Schedule; and (g) loansloans to the Parent, advances and other investments (including capital contributions) in general TP USA or limited partnerships or other types of entities (each a “venture”) entered into TW made by the any Borrower or one of the Guarantors with othersfrom its Excess Cash; provided that (ix) the Supermajority Lenders shall be reasonably satisfied, based on the Liquidity Test (which shall show a Liquidity Ratio (as calculated in accordance with Exhibit J) of at least 1.00 to 1.00), the Corporate Cashflow Projection and the most recent Banking Case delivered under ARTICLE 3 that such Borrower will have sufficient working capital to fund its operations and meet the development plan (in each case, as forecast in such Banking Case) for the twelve (12) month period after making any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationloan, (iiy) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount all rights of such loans, advances and other investments shall not exceed $5,000,000 Borrower in the aggregaterespect of any such loan are subject to a Security Interest under a Security Document, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (iiz) no Default or Event of Default exists before has occurred and after giving effect is continuing, or could reasonably be expected to such investment, (iii) immediately after giving effect to such Acquisitionoccur as a result of, the aggregate Unused Commitment Amounts making of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to any such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateloan.

Investments. The Borrower shall notNot, nor shall it and not permit any of other Loan Party or its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid Investmentscontributions by the Borrower to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in each case in accordance with Section 6.10; (b) trade and customer accounts receivable which are for goods furnished Investments constituting Debt permitted by Section 7.01; (c) Contingent Liabilities constituting Debt permitted by Section 7.01 or services rendered Liens permitted by Section 7.02; (d) Cash Equivalent Investments; (e) bank deposits in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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 businessCash Management Agreements; provided that, that any such deposits held in accounts which are maintained with any bank other than the aggregate amount of such investment Administrative Agent shall (A) be subject to a Deposit Account Control Agreement or other similar arrangement satisfactory to the Administrative Agent or (B) not at any time exceed $1,000,000 (other than by appreciation)150,000; (f) investments consisting Investments in securities of Account Debtors received pursuant to any deferred portion plan of reorganization or similar arrangement upon the sales price received by the Borrower bankruptcy or any Subsidiary in connection with any sale insolvency of assets permitted hereundersuch account debtors; (g) loans, advances and other investments Investments in Foreign Subsidiaries in an aggregate amount not to exceed $500,000 at any one time outstanding; and (including capital contributionsh) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one Investments listed on Schedule 7.11 as of the Guarantors with othersCommitment Effective Date; provided that (ix) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements Investment 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; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, when made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply complies with the requirements of Section 6.15, the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (iiy) no Investment otherwise permitted by clause (b) or (c) shall be permitted to be made if, immediately before or after giving effect thereto, any Default or Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateexists.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestment, except: (a) Liquid Investments held by Xxxxxxxxx or such Subsidiary in the form of Cash Equivalents and Eligible Investments; (b) trade advances to officers, directors and customer accounts receivable which are employees of Xxxxxxxxx and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding, for goods furnished or services rendered in the travel, entertainment, relocation and analogous ordinary course of business and are payable in accordance with customary trade termspurposes; (c) creation of any additional (i) Investments by Xxxxxxxxx and its Subsidiaries in compliance their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by Xxxxxxxxx and its Subsidiary in any Loan Party, (iii) additional Investments by Subsidiaries of Xxxxxxxxx that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) Investments by the Loan Parties in joint ventures or Subsidiaries that are not Loan Parties (A) existing on the date hereof and listed on Schedule 7.03 or (B) so long as no Default has occurred and is continuing or would result from such Investment, Investments made after the date hereof provided that, (x) such Investments do not constitute Acquisitions and (y) if, at the time any such Investment is made, the Consolidated Net Leverage Ratio under Section 7.12 is or would be equal to or greater than 3.50 to 1.00 on a proforma basis (after giving effect to such Investment and any Indebtedness incurred in connection therewith and including all other transactions that are required to be given Pro Forma Effect under this Credit Agreement that have occurred since the date of the last financial statements delivered to the Administrative Agent pursuant to Section 6.01(a) or (b)), the aggregate amount of such Investments together with Section 6.15;all other Investments made under this clause (iv)(B), net of all dividends, distributions, returns of capital and payments in respect of Indebtedness received after the Closing Date by the Loan Parties from any joint ventures or any Subsidiaries that are not Loan Parties, shall not exceed $75,000,000; 172003018 161402032v1 (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of extensions of credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts sale or lease of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy goods or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case services in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than e) Investments permitted by appreciation)Section 7.04; (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderPermitted Acquisitions; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types Investments of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided Subsidiary that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) after the amount Closing Date or of such loans, advances and other investments shall not exceed $5,000,000 a Person merged into Xxxxxxxxx or merged or consolidated with a Subsidiary of Xxxxxxxxx in accordance with Section 7.04 after the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and Closing Date to the extent that such investment is permitted by Legal RequirementsInvestments were not made in contemplation of or in connection with such acquisition, including (to merger or consolidation or were in existence on the extent applicable) Section 402 date of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15such acquisition, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than merger or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19consolidation; and (mh) Investments, other loansthan those permitted by clause (a) through (g) of this Section 7.03, advances and investments in an aggregate outstanding amount not to exceed $1,000,000 in the aggregate10,000,000.

Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist maintain, directly or indirectly, any loansInvestment, advances, or capital contributions to, or make any investment in (including, without limitation, except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid Investments existing on the First Amendment Effective Date and disclosed on Schedule 8.3 (Existing Investments); (b) trade advances or extensions of credit on terms customary in the industry in the form of accounts or other receivables incurred or pre-paid film rentals, and customer loans and advances made in settlement of such accounts receivable receivable, all in the ordinary course of business consistent with past practice; (c) Investments by (i) any Loan Party in any other Loan Party, (ii) any Subsidiary that is not a Loan Party in the Borrower or any other Subsidiary or (iii) any Loan Party in a Subsidiary that is not a Loan Party; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all Investments permitted pursuant to this clause (iii) shall not exceed the greater of $100,000,000 and 2.5% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding plus an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any previous Investments initially made after the Closing Date; (d) any Investment in Cash Equivalents and Investments that were Cash Equivalents when made; provided, however, that, in the case of all of the foregoing obligations, they mature within 12 months of the date of purchase (unless required to mature earlier pursuant to the definition of “Cash Equivalents”); (e) so long as no Event of Default would result from such Investment, Investments by the Borrower or any Subsidiary of the Borrower in another Person, if as a result of such Investment, (i) such other Person becomes a Loan Party, (ii) such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, the Borrower or another Loan Party or (iii) such Person becomes a Subsidiary that is not a Loan Party, in which are for goods furnished case it will be deemed to be made pursuant to clause (c)(iii) above and not in reliance of this clause (e); (f) loans or services rendered advances to employees, directors or independent contractors of the Borrower or any Subsidiary (i) in the ordinary course of business consistent with past practices, not to exceed $10,000,000 in aggregate amount at any time outstanding, (ii) in respect of payroll payments and expenses in the ordinary course of business and are payable (iii) in accordance connection with customary trade termssuch person’s purchase of equity interests of Holdings (or any direct or indirect parent of Holdings) solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity; (cg) creation of any additional Subsidiaries in compliance refundable construction advances made with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior respect to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts construction of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case motion picture exhibition theatres in the ordinary course of businessbusiness consistent with past practice; (h) so long as immediately before or after giving effect thereto, no Event of Default shall have occurred and be continuing, Investments in Joint Ventures; provided thatprovided, however, that the aggregate amount net book value of such investment all Investments made in or assets contributed by the Borrower and its Subsidiaries to any Joint Venture shall not exceed the greater of $1,000,000 (other than by appreciation)80,000,000 and 2.0% of Consolidated Total Assets either individually or in the aggregate; (fi) investments consisting of any deferred portion of the sales price received Investments by the Borrower or any Subsidiary in connection with any sale of assets permitted hereundera Permitted Acquisition; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.

Investments. The Borrower shall not, Neither the Company nor shall it permit any of its Subsidiaries to, will make or permit to exist maintain any loansInvestment, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptexcept for Investments which consist of: (a) Liquid Investmentsobligations having an original maturity of not greater than three years issued or guaranteed as to principal and interest by the United States of America; (b) trade certificates of deposit issued by any of the Lenders or any other bank organized under the laws of the United States of America or any state thereof and customer accounts receivable which are for goods furnished having capital and unimpaired surplus of at least $50,000,000 or services rendered in the ordinary course of business and are payable in accordance with customary trade termsforeign subsidiaries of such banks; (c) creation of any additional Subsidiaries in compliance with Section 6.15commercial paper or finance company paper which is rated not less than BBB or its equivalent by S&P or Xxxxx’x; (d) repurchase agreements secured by any one or more of the loansInvestments permitted by paragraphs (a), advances, capital contributions, investments, and commitments made prior (b) or (c) above (the items set forth in clauses (a) – (d) collectively referred to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciationherein as “Cash Equivalents”); (e) investments received direct or indirect Investments in connection (United States) Health Care Facilities located in the United States or any Specified Jurisdiction which Investments either (i) existed on the Closing Date and set forth on Schedule 5.25(e), or (ii) are made after the Closing Date, provided (x) that no Default or Event of Default exists or would result as a consequence thereof and (y) after giving effect to such investment, the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, financial covenants set forth in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)Section 5.5; (f) investments consisting of Investments in any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships Unconsolidated Affiliate or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property Person (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries a Subsidiary of the United States Company) in an aggregate amount not to exceed at any time 10% of America; provided that if requested by Total Asset Value (measured as the Administrative Agent, such assets are pledged as Collateral most recently ended fiscal period for which a compliance certificate has been delivered pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 20025.3(d)); provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15that, (ii) no Event of Default exists before and after giving effect to such investment, (iiix) immediately after giving effect to such Acquisitionno Default or Event of Default exists or would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, the aggregate Unused Commitment Amounts calculated as of the Lenders is greater than or equal to 5% last day of the Borrowing Base then in effect, and (ivimmediately preceding fiscal quarter) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19the financial covenants set forth in Section 5.5; (g) Mortgage Loans permitted by Section 5.26; and (mh) other loans, advances and investments not to exceed $1,000,000 in the aggregateConstruction Loans permitted by Section 5.27.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or Person, including any Oil joint venture and Gas Properties or activities related to Oil and Gas Propertiesany Foreign Subsidiary, except: (a) Liquid InvestmentsInvestments in cash and Cash Equivalents and deposit accounts or securities accounts in connection therewith; (b) trade and customer accounts receivable which are for goods furnished or services rendered equity Investments owned as of the Effective Date in the ordinary course of business and are payable in accordance with customary trade termsany Subsidiary; (c) creation of any additional Subsidiaries in compliance with intercompany loans to the extent permitted under Section 6.158.1(b) and guarantees to the extent permitted under Section 8.1(c); (d) the loans, advances, capital contributions, investments, and commitments made Investments in any Person that is a Credit Party prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of giving effect to such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Investment; (e) investments received Investments by any Subsidiary of the Parent that is not a Credit Party in connection with any other Subsidiary of the bankruptcy or reorganization ofParent that is not a Credit Party; (f) Investments existing on the Effective Date and described on Schedule 8.6; (g) Investments constituting Swap Agreements permitted by Section 8.1(f); (h) Permitted Acquisitions; (i) Investments constituting accounts receivable, or settlement trade debt and deposits for the purchase of delinquent accounts and disputes with, customers and suppliersgoods, in each case made in the ordinary course of business; provided that, ; (j) Investments in Marketable Securities acquired in accordance with the aggregate amount Parent’s investment policies (as approved by the Parent’s board of such investment shall not exceed $1,000,000 (other than by appreciationdirectors); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (ik) loans or advances to employees, officers, officers or directors or managers of the Borrower Parent or its Subsidiaries, as the case may be, made any Subsidiary in the ordinary course of business for travel, relocation and to related expenses; provided, that (i) there exists no Default or Event of Default at the extent time that such investment is permitted by Legal Requirements, including loans or advances are made and (to the extent applicableii) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall all such loans and advances does not exceed $500,000 in the aggregate 1,250,000 at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14;time outstanding; and (l) Acquisitions; provided that other Investments not listed above and not otherwise prohibited by this Agreement in an aggregate amount outstanding at any time (ion a cost basis) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 15,000,000, so long as at the time such Investment is made, no Default or Event of Default then exists or arises therefrom. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the aggregateterms of Section 8.4.

Investments. The Except to the extent permitted pursuant to PARAGRAPH (G) below, neither the Borrower shall not, nor shall it permit any of its Subsidiaries to, shall directly or indirectly make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, Investment except: (ai) Liquid InvestmentsInvestments in Cash Equivalents; (bii) trade and customer accounts receivable which are for goods furnished or services rendered Permitted Existing Investments in an amount not greater than the ordinary course of business and are payable in accordance with customary trade termsamount thereof on the Closing Date; (ciii) creation of any additional Subsidiaries Investments in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments trade receivables or received in connection with the bankruptcy or reorganization of, or of suppliers and customers and in settlement of delinquent accounts obligations of, and other disputes with, customers and suppliers, in each case suppliers arising in the ordinary course of business; provided that; (iv) Investments consisting of deposit accounts maintained by the Borrower or its Subsidiaries in the ordinary course of business in connection with its cash management system; (v) Investments consisting of non-cash consideration from a sale, the aggregate amount assignment, transfer, lease, conveyance or other disposition of such investment shall not exceed $1,000,000 (other than property permitted by appreciationSECTION 7.3(B); (fvi) investments Investments consisting of intercompany loans from any deferred portion of the sales price received by Subsidiary to the Borrower or any other Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(gSECTION 7.3(A)(VI); (kvii) Hedge Contracts to Investments in any Controlled Subsidiary of the extent permitted under Section 6.14Borrower; (lviii) Investments constituting Permitted Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (mix) other loans, advances and investments Investments in addition to those referred to elsewhere in this SECTION 7.3(D) in an amount not to exceed $1,000,000 in the aggregateaggregate at any time outstanding; PROVIDED, HOWEVER, that the Investments described in CLAUSES (V), (VIII) and (IX) above shall not be permitted if either a Default or Unmatured Default shall have occurred and be continuing on the date thereof or would result therefrom.

Investments. The No Borrower shall, and Anixter shall not, nor shall it not permit any of its Subsidiaries to, directly or indirectly make or permit commit to exist make any loansadvance, advancesloan, extension of credit or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition)contribution, or purchase or commit to purchase of any stock stock, bonds, notes, debentures or other securities or evidences of indebtedness of, or make any other investment in, any Person, including, without limitation, any Affiliate of or interests in any Person or any Oil and Gas Properties or activities related Anixter (all such transactions being referred to Oil and Gas Properties, as “Investments”) except: (a) Liquid InvestmentsInvestments by Anixter or any of its Subsidiaries in Cash Equivalents; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments Investments made prior to the date hereof and identified set forth on Schedule 7.03; (c) Investments arising from sales in the Interim Financial Statements; provided that, the respective amounts ordinary course of such loans, advances, capital contributions, investments, and commitments shall business on customary trade terms; (d) Investments constituting loans by Anixter or any Subsidiary of Anixter to its employees not be increased (other than by appreciation)in excess of an aggregate amount of US$10,000,000 outstanding at any one time; (e) investments Investments in connection with the acquisition by Anixter or any Subsidiary of substantially all of the assets or all of the capital stock of any Person so long as no Default exists or would result therefrom; (f) Investments in any joint ventures and Investments in connection with the purchase of any other Person’s interest in any such joint ventures, which do not exceed US$50,000,000 in the aggregate outstanding at any one time; (g) Investments (other than those set forth on Schedule 7.03) in notes receivable 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 businesstransactions permitted pursuant to Section 7.02(a)(vii); provided thatprovided, the aggregate amount of such investment Investments at any one time outstanding shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveUS$300,000,000; (h) investments Investments by Anixter in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area any Subsidiary of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Anixter; (i) loans Investments by any Subsidiary of Anixter in Anixter or advances to employees, officers, directors or managers in any other Subsidiary of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any timeAnixter; (j) Debt Investments constituting loans permitted by Section 7.01(d) or Accommodation Obligations permitted under Section 6.02(g);7.04; and (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments Investments not to exceed $1,000,000 US$50,000,000 in the aggregateaggregate outstanding at any time.

Investments. The Borrower shall not, nor shall it will not and will not permit any of its ----------- Restricted Subsidiaries to, directly or indirectly to make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except: (aA) Liquid InvestmentsBorrower and the Restricted Subsidiaries may make and own Investments in Cash Equivalents; provided that such Cash Equivalents (other than -------- deposit accounts in which no more than $50,000 is held overnight) are not subject to set off rights; (bB) trade Investments by Borrower in LA Unwired and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsUnwired Telecom; (cC) creation Investments by Borrower or LA Unwired in Texas Unwired which, if in the form of any additional Subsidiaries equity contributions, shall not, in compliance with Section 6.15the aggregate, exceed $4,000,000 or, if in the form of loans permitted pursuant to Subsection 3.1(C)(iv), shall not, in the aggregate, exceed $20,000,000; (dD) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments by Borrower in the Interim Financial StatementsUnrestricted Subsidiary; provided that-------- such Investments are made upon the following terms and conditions: (1) Investments by Borrower made as of the Closing Date that shall not, in the respective amounts of such loansaggregate, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)exceed $5,000,000; (e2) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersother Investments by Borrower that shall not, in each case in the ordinary course of business; provided thataggregate, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans10,000,000, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that if such Investment occurs -------- subsequent to the earlier to occur of (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, nine months from the Closing Date or (ii) the interest in such venture is acquired on fair and reasonable termsinitial Loan hereunder, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related immediately prior to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investmentother Investment, (iii) immediately after giving effect to such AcquisitionBorrower, the aggregate Unused Commitment Amounts Restricted Subsidiaries and the Unrestricted Subsidiary will be in compliance on a pro forma basis with all of the Lenders is greater than covenants on their part contained herein or equal to 5% in any other Loan Document and no Default or Event of the Borrowing Base Default then in effect, and (iv) after giving effect to exists or shall result from such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19other Investment; and (m3) other loansInvestments by Borrower consisting of LMDS licenses contributed by Borrower to the Unrestricted Subsidiary. (E) Investments by Borrower or any of its Restricted Subsidiaries in Meretel Communications and Command Connect existing on the Closing Date that shall not, advances and investments not to exceed $1,000,000 in the aggregate, exceed $16,500,000; (F) equities in CoBank, as set forth in Subsection 2.7; and (G) other Investments by Borrower and the Restricted Subsidiaries which shall not, in the aggregate for Borrower and the Restricted Subsidiaries, exceed $1,000,000.

Investments. The Borrower shall not, nor shall it permit Make or hold any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments in assets that are Cash Equivalents; (b) trade loans or advances to officers, directors and customer employees of Parent or any of the Restricted Subsidiaries (i) for reasonable business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Parent and (iii) for any other purpose, in an aggregate principal amount outstanding under clauses (i) through (iii) not to exceed $20,000,000; (c) Investments (including in the form of guarantees) (i) in any Loan Party and (ii) in any Non Loan Party that is a Restricted Subsidiary; provided that (A) any such Investments made pursuant to this clause (ii) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Collateral Agent for the benefit of the Lenders (it being understood and agreed that any Investments permitted under this clause (ii) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged until the date that is sixty (60) days after the Closing Date (or such later date as may be acceptable to the Administrative Agent)), (B) no Default shall have occurred and be continuing or would result from the making of any such Investment made pursuant to this clause (ii) and (C) the aggregate amount of Investments made pursuant to this clause (ii) shall not exceed at any time outstanding the sum of (x) the greater of $50,000,000 and 5.75% of Total Assets and (y) the Available Amount at such time. (d) Investments consisting of extensions of credit in the nature of accounts receivable which 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; (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and payments with respect to Junior Financing permitted under Sections 7.01, 7.03 (other than Section 7.03(c)(ii) or (d)), 7.04 (other than Section 7.04(c)(ii) or (f)), 7.05(other than Section 7.05(d)(ii) or (e)), 7.06 (other than Section 7.06(d) or (g)(iv) and Section 7.12(a)), respectively; (f) Investments existing on the date hereof or made pursuant to legally binding written contracts in existence on the date hereof, in each case, set forth on Schedule 7.02(f) of the Perfection Certificate and any modification, replacement, renewal, reinvestment or extension of any of the foregoing; provided that the amount of any Investment permitted pursuant to this Section 7.02(f) 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 another clause of this Section 7.02; (g) Investments in Swap Contracts permitted under Section 7.03; (h) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05; (i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, a Store or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Restricted Subsidiary of Parent (including as a result of a merger or consolidation); provided that with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”), the following conditions shall be satisfied as of, at the option of the Borrower, either the date of the signing (but not the closing) of the agreement with respect thereto or the date of the consummation of such Permitted Acquisition: (A) such Loan Party shall take or cause to be taken with respect to the acquisition of any new Subsidiary of Parent, each of the actions required to be taken under Section 6.11, as applicable; (B) the aggregate amount of Investments made in Persons that do not become Loan Parties shall not exceed at any time outstanding the sum of (i) the greater of $50,000,000 and 5.75% of Total Assets and (ii) the Available Amount at such time; provided that the limitation under this clause (B) shall not apply to any Investment to the extent (x) such Investment is made with the proceeds of sales of the Qualified Equity Interests of, or common equity capital contributions to, Parent or (y) the Person so acquired (or the Person owning the assets so acquired) becomes a Guarantor even though such Guarantor owns Equity Interests of Persons that are not otherwise required to become Guarantors, if, in the case of this clause (y) for goods furnished such Investment, not less than 80.0% of the Consolidated EBITDA of the Person(s) acquired for such acquisition (for this purpose and for the component definitions used therein, determined on a consolidated basis for such Persons and their Subsidiaries) is directly generated by Person(s) that become Guarantors (i.e., disregarding all such Consolidated EBITDA generated by Subsidiaries of such Guarantors that are not Guarantors); (C) the acquired property, assets, business or services rendered Person is in a business permitted under Section 7.07; and (D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) to the extent the aggregate consideration in respect of all such Permitted Acquisitions during any fiscal year of Parent is equal to or greater than $20,000,000, immediately after giving effect to such purchase or other acquisition, the Net Total Leverage Ratio (calculated on a Pro Forma Basis) for the Test Period immediately preceding such purchase or other acquisition is either (x) less than or equal to 3.00:1.00 or (y) less than or equal to the Net Total Leverage Ratio for such Test Period prior to giving effect to such purchase or other acquisition; (j) (i) equity Investments owned as of the Closing Date in any Subsidiary of Parent and (ii) equity Investments by a Loan Party in a Non-Loan Party consisting of the Equity Interests of any Non-Loan Party; (k) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and are payable in accordance with Article 4 customary trade termsarrangements with customers consistent with past practices; (cl) creation of any additional Subsidiaries in compliance with Section 6.15; Investments (dincluding debt obligations and Equity Interests) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of any Person or in settlement of delinquent obligations of, or settlement of delinquent accounts and other disputes with, customers customers, suppliers and suppliersother financially troubled debtors arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment; (m) [reserved] (n) so long as (other than in connection with any Investment made pursuant to clause (a) of the definition of Available Amount) no Default shall have occurred and be continuing or would result from the making of any such Investment, other Investments that do not exceed in each case the aggregate at any time outstanding the Available Amount at such time; (o) advances of payroll payments to employees in the ordinary course of business; provided that; (p) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Parent; (q) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with any Loan Party in accordance with Section 7.04 after the Closing Date 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 (it being understood that the “grandfathering” of Investments pursuant to this clause (q) is not intended to limit the application of Section 7.02(i)(B) to existing Investments in Non-Loan Parties acquired pursuant to a Permitted Acquisition); (r) other Investments so long as at the time of the making of such Investment or, at the option of the Borrower, the signing of any definitive agreement with respect thereto, the aggregate amount of such investment Investments outstanding at any time shall not exceed the greater of $1,000,000 (other than by appreciation)50,000,000 and 5.75% of Total Assets; (fs) investments consisting [reserved]; and (t) other Investments so long as at the time of the making of such Investment or, if in respect of such Investments that constitute a purchase or other acquisition of a business unit, line of business or division of another Person, or a Store or Equity Interests in another Person, at the option of the Borrower, the signing of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection definitive agreement with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportationrespect thereto, (ii1) no Default shall have occurred and is continuing or would result therefrom and (2) the interest in such venture is acquired Net First Lien Leverage Ratio (calculated on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and a Pro Forma Basis after giving effect to such investment, (iiiInvestment) immediately after giving effect to for such Acquisition, the aggregate Unused Commitment Amounts of the Lenders Test Period is not greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate1.25:1.00.

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or Person, including any Oil and Gas Properties or activities related to Oil and Gas PropertiesJoint Venture, except: (a) Liquid InvestmentsInvestments in Cash and Cash Equivalents; (b) trade equity Investments owned as of the Third Restatement Date in any Subsidiary and customer accounts receivable which are for goods furnished or services rendered Investments made after the Third Restatement Date in the ordinary course of business and are payable in accordance with customary trade termsany Guarantor; (c) creation of any additional Subsidiaries in compliance with Section 6.15; Investments (di) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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 businessbusiness and (ii) consisting of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower or any of its Subsidiaries, as applicable; (d) intercompany loans and advances to the extent permitted under Section 6.1(c) and other Investments (i) in (including Guarantees of Indebtedness of) any Credit Party and (ii) in (including (without duplication for purposes of the proviso to this clause (ii)) Guarantees of Indebtedness of) Subsidiaries of Borrower which are not Guarantors; provided that, the that such Investments under this clause (ii) shall not exceed at any one time outstanding an aggregate amount of $200,000,000; CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 (e) Permitted Interim Investments and intercompany loans and advances and capital contributions by Credit Parties to Subsidiaries that are not Credit Parties in connection with any Permitted Interim Investment; provided, that, for the avoidance of doubt, the acquisition of the remaining Equity Interests of a Person such investment that such Person becomes a wholly owned Subsidiary of Borrower shall not exceed $1,000,000 either (other than by appreciationx) be subject to the provisions of Section 6.8(h) or (y) be made pursuant to and in compliance with Section 6.6(d)(ii) or 6.6(i); (f) investments consisting loans and advances to employees of any deferred portion Borrower and its Subsidiaries made in the ordinary course of the sales price received by the Borrower or any Subsidiary business in connection with any sale of assets permitted hereunderan aggregate principal amount not to exceed $25,000,000; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise Permitted Acquisitions permitted under Section 6.04(b) above6.8; (h) investments Investments described in direct ownership interests in Schedule 6.6 and any modification, replacement, renewal or extension thereof to the extent not involving an additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Investment; (ia) loans or advances other Investments in an aggregate amount not to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and exceed $200,000,000 (reduced on a dollar for dollar basis by Restricted Junior Payments pursuant to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in of Section 6.4, other than Restricted Junior Payments under such clause made using the aggregate CNI Growth Amount) at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitionstime outstanding; provided that such amount shall be increased (ibut not decreased) any newly acquired Subsidiary shall promptly comply with by the requirements CNI Growth Amount as in effect immediately prior to the time of Section 6.15, (ii) no Event making of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, Investments and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.b)

Investments. The Borrower shall notNo Credit Party will, nor shall will it permit any of its Material Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsCash Equivalents; (b) trade Investments in existence on the Effective Date and customer accounts receivable which are for goods furnished described on Schedules 5.1(c), and Investments in existence on the Revolving Credit Agreement Closing Date and described on Schedule 7.2; (c) Investments (i) by any Credit Party in any other Credit Party and (ii) by any Material Subsidiary that is not a Credit Party in any Credit Party or services rendered any other Subsidiary that is not a Credit Party; (d) Investments arising out of Hedge Transactions entered into in the ordinary course of business and are payable in accordance with customary trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)business; (e) investments Investments received in connection with the a bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, including without limitation the aggregate amount conversion of such investment shall not exceed $1,000,000 (other than by appreciation)any of its Accounts into notes or Equity Interests from the applicable Account Debtor; (f) investments consisting of any deferred portion loans or advances to the employees, officers or directors of the sales price received by Credit Parties and their Subsidiaries in the Borrower or any Subsidiary in connection with any sale ordinary course of assets permitted hereunderbusiness for travel, relocation and related expenses; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types Investments consisting of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with othersnoncash consideration received from an asset disposition; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above;and (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary Investments not otherwise included in the oil foregoing clauses of this Section 7.2 which, when made (it being agreed that any Investments outstanding on the Revolving Credit Agreement Closing Date and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested not justified by the Administrative Agent, such assets are pledged as Collateral pursuant to foregoing clauses of this Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments 7.2 but justified under this clause (h) shall be deemed to be made as of the Revolving Credit Agreement Closing Date) and aggregated with then outstanding Investments made pursuant to this clause (h) after the Revolving Credit Agreement Closing Date, do not exceed the greater of (x) $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, 500,000,000 and (ivy) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and fifteen percent (m15%) other loans, advances and investments not to exceed $1,000,000 in the aggregateof Consolidated Net Tangible Assets.

Investments. The Borrower shall notNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, exceptexcept the following: (a) Liquid Investmentscontributions by the Borrower to the capital of any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long as the recipient of any such capital contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all of its Capital Securities and substantially all of its real and personal property, in each case in accordance with Section 11.10; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsInvestments constituting Debt permitted by Section 11.01; (c) creation of any additional Subsidiaries in compliance with Contingent Liabilities constituting Debt permitted by Section 6.1511.01 or Liens permitted by Section 11.02; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)Cash Equivalent Investments; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case Bank deposits in the ordinary course of business; , provided that, that the aggregate amount of all such investment deposits (excluding amounts in payroll account or for accounts payable, in each case to the extent that checks have been issued to third parties) which are maintained with any bank other than a Lender shall not at any time exceed $1,000,000 (other than by appreciation);50,000.00; and (f) investments consisting Investments in securities of Account Debtors received pursuant to any deferred portion plan of reorganization or similar arrangement upon the sales price received by the Borrower bankruptcy or any Subsidiary in connection with any sale insolvency of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; such account debtors. provided that (ix) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements Investment 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; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, when made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply complies with the requirements of Section 6.15, the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (iiy) no Investment otherwise permitted by clause (b), or (c), shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts or Unmatured Event of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateDefault exists.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments consisting of cash or Cash Equivalents; (b) Investments consisting of Accounts and promissory notes created, acquired or made and trade and customer accounts receivable which are for goods furnished or services rendered credit extended in the ordinary course of business and are payable or dischargeable in accordance with customary trade terms; (c) creation Investments consisting of any additional Subsidiaries stock, obligations, securities or other property received in compliance with Section 6.15settlement of Accounts from financially troubled obligors in the ordinary course of business; (d) Investments existing as of the loans, advances, capital contributions, investments, Closing Date and commitments made prior to the date hereof and identified set forth in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased Schedule 8.02 (other than by appreciationExisting Investments); (e) 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 Guarantees permitted by Section 8.03 (other than by appreciationIndebtedness); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunderPermitted Acquisitions; (g) loansloans and advances to employees, advances directors and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 officers in the aggregate, and (iv) if such investment is ordinary course of Property business (other than cash), any such transfer loans or advance that would be in violation of Property is otherwise permitted under Section 6.04(b4.02 of the Xxxxxxxx-Xxxxx Act) abovein an aggregate amount for all such loans and advances not to exceed $1,000,000 at any time outstanding; (h) investments Investments made by any Loan Party in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-outany Subsidiary that is not a Loan Party; provided, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under all such Investments permitted pursuant to this clause (h) shall not exceed $500,000 in the aggregate 1,000,000 at any time; (i) Investments by any Foreign Subsidiary in another Foreign Subsidiary; (j) Debt permitted under Section 6.02(g)Investments in any Person that is a Loan Party prior to giving effect to such Investment; (k) Hedge Contracts Investments in PSI Surety to pay its reasonable general corporate and overhead expenses and to cause PSI Surety to maintain the extent permitted under Section 6.14minimum amount of capital required by applicable Laws, provided that the aggregate amount of Investments in PSI Surety pursuant to this clause (k) shall not exceed $2,000,000 in any fiscal year; (l) AcquisitionsInvestments consisting of non-cash consideration received in connection with a Disposition permitted under Section 8.05 (Dispositions); (m) Investments consisting of Physician Support Obligations; provided provided, that (i) in the case of any newly acquired Subsidiary shall promptly comply with the requirements of such Investment that is a Guarantee, such Guarantee is permitted under Section 6.15, 8.03(i) (Indebtedness) and (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts amount of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and all such Investments does not exceed $5,000,000 at any one time outstanding; (ivn) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19Investments arising under Swap Contracts permitted under Section 8.03(d) (Indebtedness); and (mo) other loans, advances and investments Investments not otherwise permitted by the foregoing clauses in an amount outstanding amount for all such Investments permitted pursuant to this clause (o) not to exceed $1,000,000 in the aggregate25,000,000.

Investments. The Borrower shall Company will not, nor shall will it permit any of its Subsidiaries to, make or permit suffer to exist any loans, advances, or capital contributions to, or make any investment in Investments (including, including without limitation, the making of any Acquisitionloans and advances to, and other Investments in, Subsidiaries), or purchase commitments therefor, or commit to purchase create any stock Subsidiary or other securities to become or evidences of indebtedness of or interests remain a partner in any Person partnership or any Oil and Gas Properties or activities related to Oil and Gas Propertiesjoint venture, except:except the following (each, a “Permitted Investment”): (ai) Liquid Cash and Cash Equivalent Investments; (bii) trade and customer Trade accounts receivable which are for goods furnished created, acquired or services rendered made in the ordinary course of business and are payable or dischargeable in accordance with customary trade terms; (ciii) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loansInventory, advances, capital contributions, investments, raw materials and commitments made prior to the date hereof and identified general intangibles acquired in the Interim Financial Statements; provided that, the respective amounts ordinary course of such loans, advances, capital contributions, investments, and commitments shall not be increased business (other than by appreciationincluding inventory repurchased in connection with wholesale financing arrangements); (eiv) investments received Investments by a Loan Party in connection with another Loan Party; (v) Investments in existence on the bankruptcy or reorganization of, or settlement of delinquent accounts Effective Date and disputes with, customers described in Schedule 6.16; (vi) Investments constituting Permitted Acquisitions; (vii) Travel advances to management personnel and suppliers, in each case employees in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fviii) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary Additional Investments in connection with any sale of assets permitted hereunderForeign Subsidiaries; (gix) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one Investments constituting part of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) abovePAI Basket; (hx) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19Boat Holdings Deferred Payments; and (mxi) other loansOther Investments in an aggregate amount, advances and investments together with any Investments constituting part of the Joint Venture Basket, not to exceed exceed, collectively, $1,000,000 in 750,000,000. Notwithstanding the aggregateforegoing or anything to the contrary set forth herein, during the period beginning on the 2020 Incremental Term Loan Effective Date and ending on the date on which all of the 2020 Incremental Term Loans have been fully repaid, neither the Company nor any Subsidiary thereof shall repurchase any of its Equity Interests.

Investments. The Borrower shall notMake any advance, nor shall it permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, make or permit to exist purchase any loansCapital Stock, advancesbonds, notes, debentures or other debt securities of, or capital contributions toany assets constituting a business unit of, or make any other investment in in, any Person (includingall of the foregoing, without limitation, the making of any Acquisition“Investments”), or purchase or commit except (subject to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, except:Section 7.18): (a) Liquid Investmentsextensions of trade credit in the ordinary course of business; (b) trade investments in Cash Equivalents; (c) Guarantee Obligations permitted by Section 7.2; (d) loans and customer accounts receivable which are for goods furnished or services rendered advances to employees of any Group Member (i) in the ordinary course of business (including for travel, entertainment and are payable relocation expenses) in accordance an aggregate amount for all Group Members not to exceed $1,000,000 at any one time outstanding and (ii) in connection with customary trade terms; (c) creation such employee’s purchase of Capital Stock of a Group Member in an aggregate amount for all Group Members not to exceed $10,000,000 at any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statementsone time outstanding; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased that no cash is actually advanced pursuant to this clause (other than by appreciation)d)(ii) unless immediately repaid; (e) investments received intercompany Investments by any Group Member in connection with the bankruptcy any Borrower or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided any Person that, the aggregate amount of prior to such investment shall not exceed $1,000,000 (other than by appreciation)investment, is a Subsidiary Guarantor; (f) investments consisting of any deferred portion of the sales price received in addition to Investments otherwise permitted by this Section, Investments by the Parent Borrower or any Subsidiary in connection with any sale of assets permitted hereunder;its Subsidiaries that do not constitute RestrictedPermitted Investments, so long DocID \\DC - 036150/000014 - 15261895 v6 as no Default shall have occurred and be continuing at the time of entering into an agreement to make such Investment or shall result therefrom; and (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) Investment if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided Parent Borrower determines in good faith that the aggregate outstanding amount of investments making such Investment is reasonably necessary to permit it (or the REIT Entity) to satisfy the requirements applicable to REITs under this clause the Code, so long as no Default pursuant to Section 8(a) or (hf) shall not exceed $500,000 in have occurred and be continuing at the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts time of entering into such agreement to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary make such Investment or shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateresult therefrom.

Investments. The Borrower shall notMake any advance, nor shall it permit any loan, extension of its Subsidiaries credit (by way of guaranty or otherwise) or capital contribution to, make or permit to exist purchase any loansCapital Stock, advancesbonds, notes, debentures or other debt securities of, or capital contributions toany assets constituting a business unit of, or make any other investment in (includingin, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties(all of the foregoing, "Investments"), except: (a) Liquid Investments; (b) extensions of trade and customer accounts receivable which are for goods furnished or services rendered credit in the ordinary course of business and are payable in accordance a manner consistent with customary trade termsthe Existing Credit Policies; (b) investments in Cash Equivalents; (c) creation of any additional Subsidiaries in compliance with Guarantee Obligations permitted by Section 6.156.2; (d) the loans, advances, capital contributions, investments, loans and commitments made prior advances to the date hereof and identified employees of any Group Member in the Interim Financial Statements; provided thatordinary course of business (including for travel, the respective amounts of such loans, advances, capital contributions, investments, entertainment and commitments shall relocation expenses) in an aggregate amount for all Group Members not be increased (other than by appreciation)to exceed $1,000,000 at any one time outstanding; (e) investments received Investments in connection assets having a function similar to those subject to a Reinvestment Event made by the Borrower or any of its Subsidiaries with the bankruptcy or reorganization of, or settlement proceeds of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation)any Reinvestment Deferred Amount; (f) investments consisting of intercompany Investments by any deferred portion of Group Member in the sales price received Borrower or any Person other than WP Steel Venture that, prior to such investment, is a Wholly Owned Subsidiary Guarantor; (g) Investments made in accordance with Section 6.6(b); and (h) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any Subsidiary of its Subsidiaries in connection with any sale of assets permitted hereunder; an aggregate amount (gvalued at cost) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that not to exceed (i) $5,000,000 in any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, fiscal year or (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 25,000,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to during the extent permitted under Section 6.14; (l) Acquisitionsterm of this Agreement; provided provided, that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to any such AcquisitionInvestment (including any Indebtedness incurred or assumed in connection therewith), the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (ivA) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17the covenants set forth in Section 6.1 as of the end of the most recently completed period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 as if such Investment had been made (and such Indebtedness incurred) at the beginning of such period and (B) in the case of an Investment in an amount equal to or greater than $5,000,000, 6.18 either (I) the business operations to be acquired shall have had positive EBITDA (calculated in the same manner set forth in the definition "Consolidated EBITDA") for the period of 12 months immediately prior to the consummation of such Investment or (II) after giving effect to the Investment (and 6.19any Indebtedness incurred therewith) and any costs savings to be achieved or other adjustments to Consolidated EBITDA to be made in connection therewith (in each case which are approved by an independent third party reasonably satisfactory to the Administrative Agent), the pro forma Consolidated EBITDA of Holdings as of the end of the most recently completed period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 shall be greater than or equal to the actual Consolidated EBITDA of Holdings as reported to the Administrative Agent and Lenders in accordance with Section 5.2(b); and provided further, that, notwithstanding clause (mi) other loansabove but subject to the conditions set forth in clause (ii) above and the preceding proviso, advances and investments not the Borrower may make Investments in any fiscal year in an aggregate amount up to $10,000,000 (or, with the consent of the Administrative Agent, $20,000,000) if (i) after giving effect to any Investment which would cause the aggregate Investments for such fiscal year to exceed $1,000,000 in 5,000,000, Borrowing Availability shall exceed $75,000,000 and (ii) the aggregateConsolidated Fixed Charge Coverage Ratio for the most recently completed period of four consecutive fiscal quarters for which financial statements and a Ratio and Compliance Certificate have been delivered is at least 1.00 to 1.0.

Investments. The Borrower No Group Member shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist maintain, directly or indirectly, any loans, advances, or capital contributions to, or make any investment in (including, without limitation, Investment except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid Investments existing on the Amendment No. 6 Effective Date and disclosed on Schedule 8.3 (Existing Investments); (bi) trade Investments made with proceeds of Collateral in cash and customer accounts Cash Equivalents held in a Deposit Account in compliance with Section 7.11(a) (Cash Management) and (ii) Investments of any asset or property not constituting Collateral or proceeds thereof in cash and Cash Equivalents; (c) Investments by Group Members that are captive insurance companies in connection with treasury operations of such companies; (d) Investments in payment intangibles, chattel paper (each as defined in the UCC) and Accounts, notes receivable which are for goods furnished and similar items arising or services rendered acquired in the ordinary course of business of the Group Members; (i) Investments received in settlement of amounts due to any Group Member effected in the ordinary course of business and are payable (ii) solely in accordance connection with customary trade termsordinary course settlement of unsecured intercompany obligations owing by one Loan Party to another Loan Party, Investments consisting of the contribution of such unsecured intercompany obligations to any Group Member; provided, that any such Investments shall (A) constitute part of a series of substantially simultaneous intercompany transactions resulting in such unsecured intercompany obligations being held by the Loan Party liable thereunder no later than the end of the Business Day on which such Investment is made, and (B) at the time of any such Investment, no Default or Event of Default shall have occurred and be continuing; (cf) creation loans or advances to employees of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case Group Member in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (business other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers that would be in violation of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002Xxxxxxxx-Xxxxx Act; provided provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of investments under all loans and advances permitted pursuant to this clause (hf) shall not exceed the greater of $500,000 in 2,000,000 and 0.009% of Consolidated Total Assets as of the aggregate most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements), at any time; (jg) Debt Guaranty Obligations permitted under by Section 6.02(g8.1 (Indebtedness); (kh) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that Investments by (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15Loan Party in any other Loan Party, (ii) no Event any Group Member that is not a Loan Party in any Group Member, (iii) Investments constituting Acquisitions, Investments in joint ventures, and Investments in Subsidiaries (other than Loan Parties) or (iv) any other Investments not otherwise permitted pursuant to this Section 8.3; provided, however, that at the time of Default exists before making an Investment pursuant to clauses (iii) or (iv) above and after giving effect to such investmentthereto, (iiiA) if the Excess Availability Condition is not satisfied, any such Investment shall be permitted only if, or to the extent that, the Dollar Equivalent of the aggregate amount of all such Investments made following the Amendment No. 4 Effective Date at any time when the Excess Availability Condition is not satisfied immediately after giving effect to such Acquisition, Investments would not exceed the aggregate Unused Commitment Amounts greater of $200,000,000 and 0.863% of Consolidated Total Assets as of the Lenders most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) (for the avoidance of doubt, such threshold shall not apply to any such permitted Investments if the Excess Availability Condition is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) satisfied immediately after giving effect to such AcquisitionInvestments) and (B) if such Investment is an Acquisition or an Investment pursuant to clause (iv) above, the Borrower in each case (1) no Default or Event of Default shall have occurred and be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Investments. The Borrower No Group Member shall not, nor shall it permit any of its Subsidiaries to, make or permit to exist maintain, directly or indirectly, any loans, advances, or capital contributions to, or make any investment in (including, without limitation, Investment except for the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Properties, exceptfollowing: (a) Liquid InvestmentsInvestments existing on the date hereof and set forth on Schedule 8.3; (b) Investments in cash and Cash Equivalents; (i) endorsements for collection or deposit in the ordinary course of business consistent with past practice, (ii) extensions of trade and customer accounts receivable which are for goods furnished credit (other than to Affiliates of the Borrower) arising or services rendered acquired in the ordinary course of business and are payable (iii) Investments received in accordance with customary settlements in the ordinary course of business of such extensions of trade terms; (c) creation of any additional Subsidiaries in compliance with Section 6.15credit; (d) the loans, advances, capital contributions, investments, and commitments Investments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts as part of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation)a Permitted Acquisition; (e) investments received Investments by (i) Parent in the Borrower or New Canadian Subidiary, (ii) any Loan Party (other than Parent) in any other Loan Party (other than Parent), (iii) any Group Member that is not a Loan Party in any Group Member (other than Parent) or in any joint venture or (iv) any Loan Party (other than Parent) in any Group Member that is not a Loan Party or in any joint venture; provided, however, that the aggregate outstanding amount of all Investments permitted pursuant to this clause (iv) shall not exceed $2,000,000 at any time; and provided, further, that any Investment consisting of loans or advances to any Loan Party pursuant to clause (ii) or clause (iii) above shall be subordinated in full to the payment of the Obligations of such Loan Party on terms and conditions satisfactory to the Administrative Agent; (f) loans or advances to employees of the Parent or any of its Subsidiaries to finance travel, entertainment and relocation expenses and other ordinary business purposes in the ordinary course of business as presently conducted; provided, however, that the aggregate outstanding principal amount of all loans and advances permitted pursuant to this clause (f) shall not exceed $200,000 at any time; (g) Investments of any Person existing at the time such Person becomes a Subsidiary of any Group Member or consolidates or merges with any Group Member (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (h) Investments constituting deposits described in the bankruptcy definition of the term “Customary Permitted Liens”; (i) Investments in (i) any Stock received in satisfaction or reorganization ofpartial satisfaction thereof from financially troubled account debtors and (ii) deposits, or settlement of delinquent accounts prepayments and disputes with, customers and suppliers, in each case other credits to suppliers made in the ordinary course of business; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fj) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary Investments constituting (i) good faith deposits required in connection with any sale of assets Permitted Acquisitions and joint ventures permitted hereunder and (ii) escrowed money for dispositions and Permitted Acquisitions to the extent otherwise permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14;Guaranty Obligations of Permitted Indebtedness; and (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregateTop Up Option Note.

Investments. The Borrower shall notDirectly or indirectly, nor shall it permit any without the prior written consent of its Subsidiaries toRequired Lenders which is not to be unreasonably withheld, make any loans or permit advance money or property to exist any loans, advancesperson, or capital contributions to, or make any investment invest in (includingby capital contribution, without limitation, the making of any Acquisition), dividend or otherwise) or purchase or commit repurchase the Equity Interests or Debt or all or a substantial part of the assets or property of any person, or agree to purchase do any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesthe foregoing (each, exceptan “Investment”), except for: (a) Liquid Investmentsthe endorsement of instruments for collection or deposit in the ordinary course of business; (b) trade investments in cash and customer accounts receivable which Cash Equivalents; (c) equity Investments owned as of the Closing Date in any Subsidiary and other Investments outstanding on the Closing Date, in each case, set forth on Schedule 8.4 hereto; (d) investments in joint ventures with strategic partners for the purpose of advancing Borrower’s business; provided that such investments in such joint ventures, whether direct or indirect, shall not, at any time and in the aggregate exceed the greater of (A) $75,000,000 and (B) nine percent (9%) of Consolidated Total Assets and such investments shall not be made if an Event of Default exists and is continuing or would occur as result thereof (determined upon the earlier to occur of (x) the execution of definitive documentation with respect to such investment and (y) such investment); (e) loans or advances of money to affiliates in the ordinary course of Borrower’s business with the proceeds of issuance of Equity Interests (other than Disqualified Equity Interests) of Borrower, provided that such proceeds are for goods furnished or services rendered used in the ordinary course of business and are payable in accordance with customary trade termsshall not, for further clarity, be subject to any other restrictions on use contained herein; (cf) creation payments to employees in connection with the repurchase of any additional Subsidiaries phantom stock (including stock appreciation rights) in compliance the ordinary course of business; provided that such payments with respect to the repurchase of phantom stock (including stock appreciation rights) not in existence on the Closing Date shall not exceed, together with amounts paid under Section 6.158.5(c), $1,000,000 per annum; (dg) payments to counterparties under or in connection with Hedge Agreements; (h) other Investments made after the Closing Date in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) twelve percent (12%) of Consolidated Total Assets so long as no Event of Default exists and is continuing or would occur as a result thereof (determined upon the earlier to occur of (x) the loans, advances, capital contributions, investments, execution of definitive documentation with respect to such Investment and commitments made prior (y) such Investment; (i) loans or advances of money from a Credit Party to another Credit Party whose assets and properties are subject to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts first priority Liens of such loans, advances, capital contributions, investments, and commitments shall not be increased Agent (other than by appreciationsubject to Permitted Liens); (ei) Borrower and any Subsidiary may make intercompany loans to and other investments received in Credit Parties, (ii) any Subsidiary (other than a Credit Party) may make intercompany loans to and other investments in any Credit Party or any Subsidiary so long as in the case of such intercompany loans to Credit Parties, all payment obligations of the respective Credit Parties are subordinated to their Obligations under the Financing Agreements on terms reasonably satisfactory to Agent, (iii) the Credit Parties may make intercompany loans to, and other Investments in, Subsidiaries that are not Credit Parties so long as the aggregate amount of outstanding loans and other Investments made pursuant to this subclause (iii) does not exceed the greater of $50,000,000 and six percent (6%) of Consolidated Total Assets and the proceeds were incurred as Permitted Debt pursuant to Section 8.3(q), (iv) any Subsidiary that is not a Credit Party may make intercompany loans to, and other Investments in, any other Subsidiary that is also not a Credit Party and (v) Credit Parties may make intercompany loans and other Investments in any Subsidiary that is not a Credit Party so long as such intercompany loans and other Investment is part of a series of simultaneous intercompany loans and other Investments by Subsidiaries in other Subsidiaries that simultaneously results in the proceeds of the initial intercompany loan and other Investment being made to or invested in one or more Credit Parties; (k) [reserved]; (l) [reserved]; (m) [reserved]; (n) the IMAX Film Fund Put; provided that the fair market value to be paid by Borrower or its Subsidiary for pictures under the IMAX Film Fund Put shall be the fair market value thereof determined in accordance with the terms in the IMAX Film Fund Put, including that any appraiser determining fair market value in connection therewith shall be an investment bank or other entity experienced in determining the value of film assets; and (o) the $4,000,000 preferred share investment by IMAX HK in IMAX China HK; (p) Investments in any amount so long as (i) immediately after giving effect to such Investment the Total Net Leverage Ratio is equal to or less than 2:75:1.00 as demonstrated in writing (including with calculations of pro forma compliance with the bankruptcy Total Net Leverage Ratio) by Borrower to Agent prior to any such Investment being made and (ii) no Event of Default exists and is continuing or reorganization ofwould occur as a result thereof (determined upon the earlier to occur of (A) the execution of definitive documentation with respect to such Investment and (B) the making of such Investment); (q) loans to employees not to exceed in the aggregate the greater of (i) $2,500,000 and (ii) one percent (1%) of Consolidated Total Assets and so long as no Event of Default exists and is continuing or would occur as a result thereof; (r) Acquisitions of any single purpose Subsidiaries for the purpose of entering into the joint ventures and the third party productions permitted pursuant to Section 8.4(d) and (h) hereof; (s) Deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Borrower and its Subsidiaries; (t) extensions of trade credit in the ordinary course of business; (u) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that such Investment was not created in anticipation of such Person becoming a Subsidiary; (v) Investments made in the ordinary course and resulting from pledges and deposits referred to in Section 8.2(h); and (w) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or settlement purchases of delinquent accounts and disputes with, customers and supplierscontract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; provided that. Any Future Permitted Transaction by Borrower and any investment, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loanslicense, advances and other investments (including capital contributions) in general or limited partnerships purchase or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively transaction reasonably related thereto and in oil furtherance thereof shall be permitted hereunder and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, license, purchase or other transaction shall not be included in (iiior count against) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts any of the Lenders is greater than or equal to 5% of the Borrowing Base then foregoing basket amounts described in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregatethis Section 8.4.

Investments. The Borrower shall will not, nor shall it and will not permit any of its Subsidiaries Consolidated Entities to, make purchase, make, incur, assume or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or any Oil and Gas Properties or activities related to Oil and Gas Propertiesother Person, except: (a) Liquid InvestmentsInvestments existing on the Effective Date and identified in Item 7.2.5(a) of the Disclosure Schedule; (b) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade termsCash Equivalent Investments; (c) creation of any additional Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments 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; provided that, the aggregate amount of such investment shall not exceed $1,000,000 (other than by appreciation); (fd) investments consisting of Investments permitted as Capital Expenditures pursuant to Section 7.2.7; (e) Investments (i) by the Borrower in any deferred portion of Consolidated Entity, (ii) by any Consolidated Entity in the sales price received Borrower or another Consolidated Entity, or (iii) by the Borrower or any Subsidiary Consolidated Entity in connection with any sale Non-Consolidated Entity to which the Borrower or a Consolidated Entity provides management services and receives a fee therefor and which Non-Consolidated Entity has no restrictions on the payment of assets dividends or distributions to holders of its Equity Interests; provided that the aggregate amount of Investments under this clause (iii) (in addition to any such Investments permitted hereunder; pursuant to clause (ga) loans, advances and other investments of this Section 7.2.5) (including capital contributionsA) in general or limited partnerships or other types at any time outstanding shall not exceed $12,500,000 plus (x) the reduction of entities the aggregate amount of Investments outstanding pursuant to clause (each a “venture”a) entered into of this Section 7.2.5 plus (y) 50% of the cumulative Net Equity Proceeds received by the Borrower or one of since the Guarantors with others; provided that Closing Date, and (iB) incurred in any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments Fiscal Year shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08; (i) loans or advances to employees, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and to the extent that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5plus 15% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, cumulative Net Equity Proceeds received by the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in since the aggregate.Closing Date;

Investments. The Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, make or permit to exist own any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests Investment in any Person or Person, including any Oil and Gas Properties or activities related to Oil and Gas PropertiesJoint Venture, except: (a) Liquid InvestmentsInvestments in Cash and Cash Equivalents; (b) trade Investments owned as of the Closing Date in the Borrower or any Subsidiary thereof; (c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and customer (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Borrower and its Subsidiaries; (d) Investments made after the Closing Date in any Subsidiary of Holdings, provided that (i) any Investment that is an intercompany loan or advance shall be permitted under Section 6.1(b) and (ii) Investments by Credit Parties in Non-Guarantor Subsidiaries shall not exceed an aggregate outstanding amount at any time equal to the greater of (x) $7,500,000 and (y) 25% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period; (e) capital contributions made by Holdings in the Borrower after the Closing Date; (f) advances of payroll payments to employees of the Borrower or any Subsidiary in the ordinary course of business; (g) Permitted Acquisitions permitted pursuant to Section 6.8; (h) Investments existing as of the Amendment No. 1 Effective Date described in Schedule 6.6 (but no increases or additional Investments thereunder); (i) Hedging Agreements which constitute Investments entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (j) Investments comprised of Indebtedness permitted by Section 6.1(g); (k) Investments constituting Transferred Assets; (l) Investments made after the Closing Date so long as (i) no Event of Default has occurred and is continuing or would result therefrom (subject to, in the case of a Limited Condition Transaction, Section 1.4(f)) and (ii) the Total Leverage Ratio, on a Pro Forma Basis after giving effect to such Investment, would not exceed 4.40:1.00 as of the last day of the most recently ended Test Period; (m) Investments received as the non-cash or deferred portion of consideration received in connection with transactions permitted pursuant to Section 6.8(c); (n) Investments constituting (i) accounts receivable which are for arising, (ii) trade debt granted, (iii) deposits made in connection with the purchase price of goods furnished or services rendered or (iv) settlements received, in each case, in the ordinary course of business; (o) the maintenance of deposit accounts, securities accounts and commodity accounts in the ordinary course of business; (p) xxxxxxx money deposits made in connection with any Investment permitted pursuant to this Section 6.6 that results in a Person becoming a Subsidiary of Holdings (including any Permitted Acquisition); (q) Investments of any Person in existence at the time such Person becomes a Subsidiary of Holdings or consolidates or merges with any Credit Party or any Subsidiary of a Credit Party; provided that such Investment was not made in connection with or in anticipation of such Person becoming a Subsidiary of Holdings or of such consolidation or merger; (r) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (s) deposits of cash or Cash Equivalents in the ordinary course of business to secure performance of (i) operating leases and (ii) other Contractual Obligations that do not constitute Indebtedness for borrowed money; (t) Investments made by Operating Credit Parties and their respective Subsidiaries in a type of business not prohibited by Section 6.12 to the extent that payment for such Investments is made solely with any cash capital contribution or the Net Equity Proceeds from the sale or issuance of Equity Interests (other than Disqualified Equity Interests and any Equity Cure Contributions) received or made by Holdings (or any direct or indirect parent thereof) and contributed to an Operating Credit Party, to the extent Not Otherwise Applied; (u) Investments consisting of (i) the non-exclusive licensing, sublicensing or contribution of Intellectual Property in the ordinary course of business and are payable not interfering in accordance any material respect with customary trade termsthe ordinary conduct of or the value of the business of Holdings and its Subsidiaries, and (ii) the licensing of Intellectual Property on an exclusive basis with respect to particular geographic areas and particular product categories, so long as such exclusive licenses do not interfere in any respect with the ordinary conduct of, or materially detract from the value of, the business of Holdings and its Subsidiaries; (cv) creation Investments consisting of any additional non-cash loans made by Holdings or its Subsidiaries in compliance with Section 6.15; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified in the Interim Financial Statements; provided that, the respective amounts of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) 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; provided thatbusiness to officers, directors (or comparable Persons) and employees of a Credit Party or any of its Subsidiaries (whether or not currently serving as such) which are used by such Persons to purchase simultaneously Equity Interests of Holdings (or any of its direct or indirect parent entities); (w) to the extent constituting Investments, (i) pledges, deposits and Liens permitted by Section 6.2 and (ii) fundamental changes and asset sales permitted by Section 6.8 (other than Section 6.8(f)); (x) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions; (y) Investments consisting of payments in cash to the Aircraft SPV for the purposes of enabling the Aircraft SPV to comply with its payment obligations under any maintenance agreement, management agreement or other contract to which it is party in connection with the operation and maintenance of the Aircraft or to pay necessary out-of-pocket expenses incurred in connection with the Aircraft Indebtedness so long as (i) no Event of Default described in Section 8.1(a), (f), (g) or (h) has occurred and is continuing or would result from the making of such Investments, (ii) such Investments are made in the amounts and as and when necessary for the Aircraft SPV to satisfy such payment obligations or pay such out-of-pocket expenses, in each case, as they become due and payable and (iii) the aggregate amount of all such investment Investments shall not exceed $1,000,000 (other than by appreciation); (f) investments consisting of 3,600,000 in any deferred portion of the sales price received by the Borrower or any Subsidiary in connection with any sale of assets permitted hereunder; (g) loans, advances and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) above; (h) investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that if requested by the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08Fiscal Year; (i) loans Investments made with the proceeds of any cash capital contributions or advances net cash proceeds contributed by Holdings to employees, officers, directors or managers the Borrower in respect of Permitted Equity Issuances of Holdings so long as such Investments are made substantially contemporaneously with the receipt by the Borrower of such proceeds from Holdings and are Not Otherwise Applied and (ii) Investments of the Borrower or its Subsidiaries, as type described in clauses (i) and (ii) of the case may be, made definition of “Investment” the consideration for which is paid solely in the ordinary course and to the extent form of Equity Interests (other than Disqualified Equity Interests) of Holdings; and (aa) other Investments that such investment is permitted by Legal Requirements, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this clause (h) shall do not exceed $500,000 in the aggregate at any time; time outstanding the sum of (i) the greater of $2,500,000 and 7.5% of Consolidated EBITDA as of the most recently ended Test Period, determined as of the date of such Investment, plus (ii) the Available Amount immediately prior to giving effect to such Investment. Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Payment not otherwise permitted under the terms of Section 6.4. Notwithstanding anything to the contrary contained in this Section 6.6, (a) at no time shall the aggregate amount of Investments made by Credit Parties in Non-Guarantor Subsidiaries pursuant to clauses (d), (g), (j), (l) Debt permitted under Section 6.02(g(except, in the case of clause (l); (k) Hedge Contracts , to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15Total Leverage Ratio, (ii) no Event of Default exists before and on a Pro Forma Basis after giving effect to such investmentInvestment, would not exceed 3.00:1.00 as of the last day of the most recently ended Test Period) and (iiiaa) immediately after giving effect to such Acquisitionof this Section 6.6 exceed the greater of (i) $15,000,000 and (ii) 45% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period (as used herein, the aggregate Unused Commitment Amounts “Non-Guarantor Cap”) (it being agreed and understood that Investments made by Credit Parties in Non-Guarantor Subsidiaries pursuant to clause (z) shall not be subject to the Non-Guarantor Cap) and (b) no Permitted Acquisition or other Investment permitted pursuant to this Section 6.6 shall be made with Permitted Acquisition Consideration that includes any “earn-out” or other agreement to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business, if the payment thereof (including, for the avoidance of doubt, such “earn-out” or other agreement to make any payment) would cause the Total Leverage Ratio, tested on the closing date for such Permitted Acquisition or other Investment, on a pro forma basis assuming that such payment (including, for the avoidance of doubt, such “earn-out” or other agreement to make any payment) is being made on the closing date for such Permitted Acquisition or other Investment in accordance with the agreement governing such Permitted Acquisition or Investment, to be greater than 4.50:1.00. For purposes of determining compliance with this Section 6.6, in the event that any Investment (or any portion thereof) meets the criteria of more than one of the Lenders is greater than or equal to 5% of the Borrowing Base then categories set forth in effect, and (iv) after giving effect to such Acquisitionthis Section 6.6, the Borrower may, in its sole discretion, on the date of such Investment, divide or classify (but, for the avoidance of doubt, not reclassify on any later date) such Investment (or any portion thereof) in any manner that complies with any category in this Section 6.6. For purposes of determining compliance with any Dollar-denominated (or grower based on Consolidated EBITDA, if greater) restriction on the making of Investments in compliance with this Section 6.6, the Dollar equivalent amount of the Investment denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in effect on the aggregatedate such Investment was made.

Investments. The Borrower shall not, nor shall it permit Make any of its Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make any investment in (including, without limitation, the making of any Acquisition), or purchase or commit to purchase any stock or other securities or evidences of indebtedness of or interests in any Person or any Oil and Gas Properties or activities related to Oil and Gas PropertiesInvestments, except: (a) Liquid InvestmentsInvestments in the form of cash or Cash Equivalents; (b) trade advances to officers, directors and customer accounts receivable which are employees of the Loan Parties in an aggregate amount not to exceed One Million and No/100 Dollars ($1,000,000) at any time outstanding, for goods furnished or services rendered in the travel, entertainment, relocation and analogous ordinary course of business and are payable in accordance with customary trade termspurposes; (c) creation of Investments in any additional Subsidiaries in compliance with Section 6.15Person which is a Loan Party; (d) the loans, advances, capital contributions, investments, and commitments made prior to the date hereof and identified Investments consisting of extensions of credit in the Interim Financial Statements; provided that, nature of accounts receivable or notes receivable arising from the respective amounts grant of such loans, advances, capital contributions, investments, and commitments shall not be increased (other than by appreciation); (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case trade credit in the ordinary course of business; provided that, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the aggregate amount of such investment shall not exceed $1,000,000 extent reasonably necessary in order to prevent or limit loss; (other than by appreciation)e) Guarantees permitted pursuant to Section 7.03 below; (f) investments consisting Investments related to income-producing Properties, single tenant or mixed-use Properties, Construction in Progress, improved land, unimproved land, Eligible Real Estate Investments and any business activities and Investments reasonably incidental thereto and Investments in partnerships or joint ventures; provided, that such Investments shall, as applicable, be limited as follows: (i) the aggregate value of Investments in all non-wholly owned general and limited partnerships, joint ventures and other Persons (including, without limitation, Investments in C Corporations, Investments in Investment Affiliates and any deferred portion such Investments in existence as of the sales price received date hereof), in each case, which are not consolidated with CCIT for financial reporting purposes under GAAP, shall not constitute more than ten percent (10.0%) of Consolidated Total Asset Value; (ii) Investments in Properties contributing to the calculation of Construction in Progress shall not, in the aggregate, at any time exceed an amount equal to ten percent (10.0%) of Consolidated Total Asset Value (which for Construction in Progress held or owned by Investment Affiliates will be based upon the Borrower Consolidated Group Pro Rata Share of such Construction in Progress); (iii) Investments in Eligible Real Estate Investments shall not, in the aggregate, exceed ten percent (10.0%) of Consolidated Total Asset Value (which for Eligible Real Estate Investments held or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share of such Eligible Real Estate Investments); (iv) Investments in CMBS Securities shall not exceed five percent (5.0%) of Consolidated Total Asset Value (which for CMBS Securities held or owned by Investment Affiliates, will be based upon the Consolidated Group Pro Rata Share of such CMBS Securities); and (v) Investments in Properties contributing to the calculation of Improved Land Value and Unimproved Land Value shall not, in the aggregate, at any Subsidiary time exceed an amount equal to five percent (5.0%) of Consolidated Total Asset Value (which for Improved Land Value or Unimproved Land Value held or owned by Investment Affiliates will be based upon the Consolidated Group Pro Rata Share of such Improved Land Value and Unimproved Land Value). In addition to the limitations above contained in connection with this clause (f), the aggregate value of the types of Investments permitted pursuant to clauses (f)(i) – (v) above shall not, in any sale case, exceed an amount equal to twenty-five percent (25.0%) of assets permitted hereunderConsolidated Total Asset Value; (g) loans, advances Investments existing on the date hereof and other investments (including capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Guarantors with others; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired identified on fair and reasonable terms, (iii) the amount of such loans, advances and other investments shall not exceed $5,000,000 in the aggregate, and (iv) if such investment is of Property (other than cash), such transfer of Property is otherwise permitted under Section 6.04(b) aboveSchedule 7.02; (h) investments Investments of any Person in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in existence at the oil and gas exploration and production business located within the geographic boundaries time such Person becomes a Subsidiary of the United States of AmericaBorrower; provided that if requested by such Investments were not made in connection with or anticipation of such Person becoming a Subsidiary of the Administrative Agent, such assets are pledged as Collateral pursuant to Section 5.08;Borrower; and (i) loans or advances to employeesInvestments in new Subsidiaries; provided, officers, directors or managers of the Borrower or its Subsidiaries, as the case may be, made in the ordinary course and that notwithstanding anything to the extent that such investment is contrary herein, no Investments shall be made, assumed or permitted by Legal Requirements, including (to exist which Investments are contrary to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of investments under this terms and requirements set forth in clause (hf) shall not exceed $500,000 in the aggregate at any time; (j) Debt permitted under of this Section 6.02(g); (k) Hedge Contracts to the extent permitted under Section 6.14; (l) Acquisitions; provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 6.15, (ii) no Event of Default exists before and after giving effect to such investment, (iii) immediately after giving effect to such Acquisition, the aggregate Unused Commitment Amounts of the Lenders is greater than or equal to 5% of the Borrowing Base then in effect, and (iv) after giving effect to such Acquisition, the Borrower shall be in pro forma compliance with Sections 6.17, 6.18 and 6.19; and (m) other loans, advances and investments not to exceed $1,000,000 in the aggregate.7.02