Common use of Voting; Waiver Clause in Contracts

Voting; Waiver. a. Except with respect to matters requiring Series A Super Majority Approval, Series A Majority Approval or the approval of a Series A Preferred Unitholder pursuant to Paragraphs 4(b), 4(c) or 4(d) of this Annex, at each meeting of the Limited Partners (or pursuant to any action by written consent), with respect to any and all matters presented to the Limited Partners for their action or consideration, the Series A Preferred Units shall be entitled to vote together as a single class with the Common Units and Subordinated Units. Each Series A Preferred Unit shall have a number of votes equal to the number of Common Units and, prior to the end of the Subordination Period, Subordinated Units into which such Series A Preferred Unit is convertible at the time of such vote or consent. Whenever the Partnership Agreement requires the vote or approval of a specified percentage, number or other amount of Common Units, Subordinated Units or Units (including, without limitation, for purposes of determining a Unit Majority, a Cumulative Majority or a Supermajority Vote of the Unitholders or calculating votes pursuant to Section 13.5(b)(iv) of the Partnership Agreement), the Series A Preferred Units shall be counted as if they represent the number of Common Units and Subordinated Units into which such Series A Preferred Units would be convertible at the then applicable Conversion Prices and Conversion Rates at the time of such vote or approval. b. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining Series A Super Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any of the following: i. amend or modify any provision of the Partnership Agreement or this Annex that has the effect of amending or modifying the rights, preferences or designations of the Series A Preferred Units, except for any amendment or modification described in Paragraph 4(c) or 4(d) of this Annex, which shall be subject to the approval required in such Paragraph; ii. create, or authorize the creation of, or issue or obligate itself to issue, any Partnership Securities having preferences or rights with priority over or on a parity with the Series A Preferred Units with respect to rights to share in distributions, including those on liquidation or, except as provided in Paragraph 4(b)(iii), redemption obligations or redemption rights; iii. create, or authorize the creation of, or issue or obligate itself to issue, any Partnership Securities having redemption rights arising on a date prior to the last Mandatory Conversion Date contemplated herein (“Junior Redemption Securities”); provided, however, that the Partnership shall have the right to create, authorize the creation of, issue or obligate itself to issue Junior Redemption Securities in an aggregate amount that, together with prior issuances of Junior Redemption Securities, does not exceed the Threshold Amount (measured at the time of issuance (which shall be a positive number)), and provided, further, that in no event shall any such Junior Redemption Securities have redemption rights that permit or require a payment to the holders thereof of more than one-third of the aggregate issuance price of such Junior Redemption Securities (measured at the time of issuance), plus any accrued and unpaid distributions, during the 12-month periods commencing on each of July 1, 2014, July 1, 2015 and July 1, 2016; iv. issue or obligate itself to issue any Series A Preferred Units; or v. effect any amendment, modification or waiver that by its explicit terms would alter or change the rights of the Series A Preferred Unitholders pursuant to Paragraph 13. c. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining a Series A Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect any split, reverse split, subdivision, combination or similar action with respect to the Series A Preferred Units. d. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining the written consent or waiver of the affected Series A Preferred Unitholder, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any of the following: i. effect any amendment, modification or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of such Series A Preferred Unitholder in its capacity as a holder of Series A Preferred Units in a disproportionate and adverse manner compared to other holders of Series A Preferred Units; ii. effect any amendment, modification or waiver that would alter, or result in the alteration of, the limited liability of such Series A Preferred Unitholder; iii. effect any amendment, modification or waiver that would impose any additional material obligations or duties on such Series A Preferred Unitholder; or iv. amend, modify or waive the provisions of this Paragraph 4(d)(iv). e. Any of the rights, powers or preferences of the Series A Preferred Unitholders set forth herein may be waived in writing by any Series A Preferred Unitholder with respect to such holder.

Voting; Waiver. a. (a) Except with respect to matters requiring Series A Super Majority Approval, Series A Majority Approval or the approval of a Series A Preferred Unitholder pursuant to Paragraphs 4(b), 4(cas provided in Paragraph 7(b) or 4(d) and Paragraph 8 of this Supplemental Terms Annex, at each meeting of the Limited Partners (or pursuant to any action by written consent), with respect to any and all matters presented to the Limited Partners for their action or consideration, the Outstanding Series A B Preferred Units shall have voting rights that are identical to the voting rights of the Common Units into which such Series B Preferred Units would be entitled to converted at the then-applicable Series B Conversion Rate (regardless of whether the Series B Preferred Units are then convertible), and shall vote together as a single class with the holders of the Common Units and Subordinated Unitson each matter with respect to which each Record Holder of a Common Unit is entitled to vote. Each Series A Preferred Unit shall have reference in the Partnership Agreement to a number vote of votes equal to the number Record Holders of Common Units and, prior shall be deemed to constitute a reference to the end of the Subordination Period, Subordinated Units into which such Series A Preferred Unit is convertible at the time of such vote or consent. Whenever the Partnership Agreement requires the vote or approval of a specified percentage, number or other amount of Common Units, Subordinated Units or Units (including, without limitation, for purposes of determining a Unit Majority, a Cumulative Majority or a Supermajority Vote of the Unitholders or calculating votes pursuant to Section 13.5(b)(iv) of the Partnership Agreement), the Series A Preferred Units shall be counted as if they represent the number Record Holders of Common Units and Subordinated Units into Series B Preferred Units, voting together as a single class during any period in which such any Series A B Preferred Units would be convertible at the then applicable Conversion Prices and Conversion Rates at the time of such vote or approvalare Outstanding. b. Notwithstanding the other provisions (b) Except as provided in Paragraph 7(c) of the Partnership Agreement or this Supplemental Terms Annex, without first obtaining Series A Super Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do notwithstanding any of the following: i. amend or modify any other provision of the Partnership Agreement or this Supplemental Terms Annex, in addition to all other requirements imposed by Delaware law, and all other voting rights granted under the Partnership Agreement or this Supplemental Terms Annex, the affirmative vote of the Record Holders of the Series B Required Voting Percentage shall be required for any amendment to the Partnership Agreement, this Supplemental Terms Annex or the Certificate of Limited Partnership (including by merger or otherwise or any amendment contemplated by and made in accordance with Paragraph 8 of this Supplemental Terms Annex) that has the effect is materially adverse to any of amending or modifying the rights, preferences or designations and privileges of the Series A B Preferred Units. Without limiting the generality of the preceding sentence, any amendment shall be deemed to have such a materially adverse impact if such amendment would: (i) reduce the Series B Distribution Amount, change the form of payment of distributions on the Series B Preferred Units, except for defer the date from which distributions on the Series B Preferred Units will accrue, cancel any amendment accrued and unpaid distributions on the Series B Preferred Units or modification described in Paragraph 4(c) any interest accrued thereon (including any Series B Unpaid Distributions, Series B Partial Period Distributions or 4(d) Series B PIK Units), or change the seniority rights of this Annex, which shall be subject the Series B Preferred Unitholders as to the approval payment of distributions in relation to the holders of any other class or series of Partnership Interests; (ii) reduce the amount payable or change the form of payment to the Record Holders of the Series B Preferred Units upon the voluntary or involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series B Preferred Units in relation to the rights of the holders of any other class or series of Partnership Interests upon the liquidation, dissolution and winding up of the Partnership; or (iii) make the Series B Preferred Units redeemable or convertible at the option of the Partnership other than as set forth herein. (c) Notwithstanding anything to the contrary in this Paragraph 7, in no event shall the consent of the Series B Preferred Unitholders, as a separate class, be required in such Paragraph; ii. create, or authorize the creation of, or issue or obligate itself to issue, connection with any Partnership Securities having preferences or rights with priority over or on a parity with the Series A Preferred Units with respect to rights to share in distributions, including those on liquidation or, except as provided in Paragraph 4(b)(iii), redemption obligations or redemption rights; iii. create, or authorize the creation of, or issue or obligate itself to issue, any Partnership Securities having redemption rights arising on a date prior to the last Mandatory Conversion Date contemplated herein (“Junior Redemption Securities”)B Change of Control; provided, however, that nothing in the Partnership foregoing shall have limit the right to create, authorize the creation of, issue or obligate itself to issue Junior Redemption Securities in an aggregate amount that, together with prior issuances voting rights of Junior Redemption Securities, does not exceed the Threshold Amount (measured at the time of issuance (which shall be a positive number)), and provided, further, that in no event shall any such Junior Redemption Securities have redemption rights that permit or require a payment to the holders thereof of more than one-third of the aggregate issuance price of such Junior Redemption Securities (measured at the time of issuance), plus any accrued and unpaid distributions, during the 12-month periods commencing on each of July 1, 2014, July 1, 2015 and July 1, 2016; iv. issue or obligate itself to issue any Series A Preferred Units; or v. effect any amendment, modification or waiver that by its explicit terms would alter or change the rights of the Series A Preferred Unitholders pursuant to Paragraph 13. c. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining a Series A Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect any split, reverse split, subdivision, combination or similar action with respect to the Series A Preferred Units. d. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining the written consent or waiver of the affected Series A Preferred Unitholder, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any of the following: i. effect any amendment, modification or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of such Series A B Preferred Unitholder in its capacity connection with any vote of Record Holders of Common Units and Series B Preferred Units together as a holder of Series A Preferred Units in a disproportionate and adverse manner compared to other holders of Series A Preferred Units; ii. effect any amendment, modification or waiver single class that would alter, or result in the alteration of, the limited liability of such Series A Preferred Unitholder; iii. effect any amendment, modification or waiver that would impose any additional material obligations or duties on such Series A Preferred Unitholder; or iv. amend, modify or waive the provisions of this Paragraph 4(d)(iv). e. Any of the rights, powers or preferences of the Series A Preferred Unitholders set forth herein may be waived in writing by any Series A Preferred Unitholder with respect to such holderrequired.

Voting; Waiver. a. (a) Except with respect to matters requiring Series A Super Majority Approval, Series A Majority Approval or the approval of a Series A Preferred Unitholder pursuant to Paragraphs 4(b), 4(cas provided in Paragraph 5(b) or 4(d) and Paragraph 6 of this Supplemental Terms Annex, at each meeting of the Limited Partners (or pursuant to any action by written consent), with respect to any and all matters presented to the Limited Partners for their action or consideration, the Outstanding Series A Preferred Units shall be entitled have voting rights that are identical to vote together as a single class with the voting rights of the Common Units and Subordinated Units. Each Series A Preferred Unit shall have a number of votes equal to the number of Common Units and, prior to the end of the Subordination Period, Subordinated Units into which such Series A Preferred Unit is convertible at the time of such vote or consent. Whenever the Partnership Agreement requires the vote or approval of a specified percentage, number or other amount of Common Units, Subordinated Units or Units (including, without limitation, for purposes of determining a Unit Majority, a Cumulative Majority or a Supermajority Vote of the Unitholders or calculating votes pursuant to Section 13.5(b)(iv) of the Partnership Agreement), the Series A Preferred Units shall be counted as if they represent the number of Common Units and Subordinated Units into which such Series A Preferred Units would be convertible converted at the then-applicable Series A Conversion Rate pursuant to Paragraph 8(a) (regardless of whether the Series A Preferred Units are then applicable Conversion Prices convertible), and Conversion Rates at shall vote as a single class with the time holders of such the Common Units on each matter with respect to which each Record Holder of a Common Unit is entitled to vote; provided that the Outstanding Series A Preferred Units shall not vote or approval. b. Notwithstanding with the other provisions holders of Common Units on any matter requiring the approval of the Common Units pursuant to Section 13.3(c) of the Partnership Agreement. Except with respect to Section 13.3(c), each reference in the Partnership Agreement or to a vote of Record Holders of Common Units shall be deemed to constitute a reference to the Record Holders of Common Units and Series A Preferred Units, voting together as a single class during any period in which any Series A Preferred Units are Outstanding. (b) Except as provided in Paragraph 5(c) of this Supplemental Terms Annex, without first obtaining Series A Super Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do notwithstanding any of the following: i. amend or modify any other provision of the Partnership Agreement or this Supplemental Terms Annex, in addition to all other requirements imposed by Delaware law, and all other voting rights granted under the Partnership Agreement or this Supplemental Terms Annex, the affirmative vote of the Record Holders of the Series A Required Voting Percentage shall be required for the Partnership to, or to permit any of its Subsidiaries to (in each case, directly or indirectly, including by way of amendment to the Partnership Agreement or this Supplemental Terms Annex, by merger, consolidation, reclassification or otherwise): (1) incur any Indebtedness for borrowed money (including under any Customary Credit Facility) that would be included in the definition of Total Debt (but assuming for such purposes that any undrawn letters of credit or bank guarantees constitute Total Debt), if (i) either clause of the proviso in Paragraph 4(b) of this Supplemental Terms Annex is applicable or (ii) pro forma for such incurrence and the application of any proceeds thereof, the Adjusted Leverage Ratio would exceed 2.5; (2) borrow under the Credit Agreement, at any time, an amount exceeding 95% of the Partnership’s and its Subsidiaries’ PV10 calculated based on the most recent Reserve Report; (3) enter into any credit facility in replacement of or to refinance the Credit Agreement (a “Replacement Credit Agreement”) that is not a Customary Credit Facility or amend, restate, supplement or otherwise modify the Credit Agreement in any manner if the result thereof is that the Credit Agreement as so amended, restated, supplemented or otherwise modified fails to satisfy the definition of Customary Credit Facility; (4) incur any Indebtedness for borrowed money except for Indebtedness under the Customary Credit Facility, except for: (a) Indebtedness among the Partnership and its Subsidiaries; (b) Indebtedness which, in the aggregate, together with all other Indebtedness permitted by this Paragraph 5(b)(4)(b), does not exceed $5,000,000 in principal amount outstanding; (c) Indebtedness in respect of Capital Leases (as defined in the Credit Agreement) or purchase money financings in an aggregate principal amount outstanding at any time not to exceed $5,000,000; (d) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and (e) any renewals, refinancings or extensions of any of the foregoing; (5) enter into, adopt or agree to any “restricted payment” provisions (or other similar provisions that restrict or limit the payment of distributions on, or the redemption of, the Series A Preferred Units) under any Partnership Indebtedness Document that would be more materially restrictive, taken as a whole, on the payment of dividends on, or redemption of, the Series A Preferred Units than those existing in the Partnership Indebtedness Documents as of the Series A Issuance Date (provided that, for the avoidance of doubt, any decrease in the amount available to make restricted payments under any such provisions that are the result of the Partnership utilizing capacity under such provisions or any decrease in capacity as a result of the operation of such provisions as set forth in the Partnership Indebtedness Documents as of the Series A Issuance Date, shall not require the consent of the Record Holders of the Series A Required Voting Percentage); (6) declare, or pay, any distribution on or repurchase or redeem any Series A Junior Securities (including, for the avoidance of doubt, the Common Units) if (i) the pro forma Adjusted Leverage Ratio exceeds 3.0, immediately after giving effect thereto or (ii) either clause of the proviso in Paragraph 4(b) of this Supplemental Terms Annex is applicable; (7) declare, or pay, any special or one-time distribution with respect to any class of Series A Junior Securities, including any distribution that is not out of Available Cash, unless such special or one-time distribution is made on a pro rata basis to the Series A Preferred Units and any class of Series A Parity Securities; (8) form or create any Subsidiaries of the Partnership, other than Wholly-owned Subsidiaries of the Partnership, issue, or permit to be issued, any Equity Securities of any Subsidiaries of the Partnership, other than to Wholly-owned Subsidiaries of the Partnership, and the Partnership is permitted to own each of the Operating Company, OGM Partners I, RCPTX, Ltd. and Oakwood Minerals I, L.P. as non-Wholly-owned Subsidiaries, in the proportions owned as of the date hereof; (9) to the fullest extent permitted by law: (1) make a general assignment for the benefit of creditors; (2) file a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (3) file a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (4) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in a proceeding of the type described in the preceding clauses (1)-(3); or (5) seek, consent to or acquiesce in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the Partnership or any of its Subsidiaries or of all or any substantial part of their properties; provided that the foregoing shall not apply to any of the Subsidiaries of the Partnership, if (a) the Partnership shall determine that the existence thereof is no longer desirable in the conduct of the business of the Partnership and its Subsidiaries, taken as a whole, and that the bankruptcy or liquidation thereof is not adverse in any material respect to the Series A Preferred Unitholders or (b) if a Subsidiary is to be liquidated, such Subsidiary has no material assets; (10) make, change or revoke any entity classification election in respect of the effect Partnership or any of amending its Subsidiaries for U.S. federal income tax purposes or modifying relevant state or local income tax purposes; (11) except for Permitted Transactions, enter into, or modify, any agreement or transaction between or among the Partnership and/or its Subsidiaries, on the one hand, and the General Partner, its officers or employees or members of the Board of Directors and/or their respective Affiliates (other than the Partnership and its Wholly-owned Subsidiaries) on the other hand; (12) except for Permitted Dispositions, sell, lease, assign, convey or otherwise dispose of (including by farmout or similar transaction) any oil and gas properties of the Partnership or any of its Subsidiaries having a fair market value in excess of $50 million in any fiscal year and $125 million in the aggregate while any Series A Preferred Units are outstanding; (13) enter into a Series A Change of Control unless in connection therewith the Partnership redeems in full for cash all of the Outstanding Series A Preferred Units in accordance with Paragraph 9 of this Supplemental Terms Annex; or (14) amend or amend and restate the Partnership Agreement, this Supplemental Terms Annex, the Certificate of Limited Partnership (including by merger or otherwise or any amendment contemplated by and made in accordance with Paragraph 6 of this Supplemental Terms Annex), or the organizational documents of the Partnership’s Subsidiaries if such amendment is materially adverse to any of the rights, preferences or designations and privileges of the Series A Preferred Units. Without limiting the generality of the preceding sentence, except for any amendment or modification described in Paragraph 4(c) or 4(d) of this Annex, which shall be subject deemed to have such a materially adverse impact if such amendment would: (a) reduce the approval required in such Paragraph; ii. createSeries A Distribution Amount or the Series A Quarterly Distribution, or authorize change the creation ofform of payment of distributions on the Series A Preferred Units, or issue or obligate itself to issue, any Partnership Securities having preferences or rights with priority over or defer the date from which distributions on a parity with the Series A Preferred Units with respect to rights to share in distributionswill accrue, including those on liquidation or, except as provided in Paragraph 4(b)(iii), redemption obligations or redemption rights; iii. create, or authorize the creation of, or issue or obligate itself to issue, any Partnership Securities having redemption rights arising on a date prior to the last Mandatory Conversion Date contemplated herein (“Junior Redemption Securities”); provided, however, that the Partnership shall have the right to create, authorize the creation of, issue or obligate itself to issue Junior Redemption Securities in an aggregate amount that, together with prior issuances of Junior Redemption Securities, does not exceed the Threshold Amount (measured at the time of issuance (which shall be a positive number)), and provided, further, that in no event shall any such Junior Redemption Securities have redemption rights that permit or require a payment to the holders thereof of more than one-third of the aggregate issuance price of such Junior Redemption Securities (measured at the time of issuance), plus cancel any accrued and unpaid distributions, during distributions on the 12-month periods commencing on each of July 1, 2014, July 1, 2015 and July 1, 2016; iv. issue or obligate itself to issue any Series A Preferred Units; or v. effect Units or any amendmentinterest accrued thereon (including any Accumulated Distributions or Series A Partial Period Distributions), modification or waiver that by its explicit terms would alter or change the seniority rights of the Series A Preferred Unitholders pursuant as to Paragraph 13.the payment of distributions in relation to the holders of any other class or series of Partnership Interests; c. Notwithstanding (b) reduce the other provisions amount payable or change the form of payment to the Partnership Agreement or this Annex, without first obtaining a Series A Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect any split, reverse split, subdivision, combination or similar action with respect to Record Holders of the Series A Preferred Units.Units upon the voluntary or involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights of the holders of any other class or series of Partnership Interests upon the liquidation, dissolution and winding up of the Partnership; or d. Notwithstanding (c) make the other provisions Series A Preferred Units redeemable or convertible at the option of the Partnership Agreement or other than as set forth in this Supplemental Terms Annex. (c) Notwithstanding anything to the contrary in this Paragraph 5, without first obtaining in no event shall the written consent or waiver of the affected Series A Preferred UnitholderUnitholders, as a separate class, be required in connection with any Series A Change of Control; provided, that, in connection with any Series A Change of Control, the General Partner Partnership shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any be required to redeem in full for cash all of the following: i. effect Outstanding Series A Preferred Units in accordance with Paragraph 9 of this Supplemental Terms Annex; provided, further, that nothing in the foregoing shall limit the voting rights of any amendment, modification or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of such Series A Preferred Unitholder in its capacity as a holder connection with any vote of Record Holders of Common Units and Series A Preferred Units together as a single class that may be required to approve such transaction. (d) Notwithstanding anything to the contrary in a disproportionate and adverse manner compared to other holders of Series A Preferred Units; ii. effect any amendment, modification or waiver that would alter, or result in the alteration of, the limited liability of such Series A Preferred Unitholder; iii. effect any amendment, modification or waiver that would impose any additional material obligations or duties on such Series A Preferred Unitholder; or iv. amend, modify or waive the provisions of this Paragraph 4(d)(iv). e. Any of 5, in no event shall the rights, powers or preferences consent of the Series A Preferred Unitholders set forth herein may Unitholders, as a separate class, be waived required in writing by connection with any Series A Preferred Unitholder with respect exchange made pursuant to the Exchange Agreement (as such holderterm is defined in the Partnership Agreement).

Voting; Waiver. a. (A) Except with respect to matters requiring Series A Super Majority Approval, Series A Majority Approval or the approval of a Series A Preferred Unitholder pursuant to Paragraphs 4(bas provided in ‎Section 5.11(b)(ii)(B) and ‎Section 5.11(b)(iii), 4(c) or 4(d) of this Annex, at each meeting of the Limited Partners (or pursuant to any action by written consent), with respect to any and all matters presented to the Limited Partners for their action or consideration, the Outstanding Series A Preferred Units shall be entitled have voting rights that are identical to vote together as a single class with the voting rights of the Common Units and Subordinated Units. Each Series A Preferred Unit shall have a number of votes equal to the number of Common Units and, prior to the end of the Subordination Period, Subordinated Units into which such Series A Preferred Unit is convertible at the time of such vote or consent. Whenever the Partnership Agreement requires the vote or approval of a specified percentage, number or other amount of Common Units, Subordinated Units or Units (including, without limitation, for purposes of determining a Unit Majority, a Cumulative Majority or a Supermajority Vote of the Unitholders or calculating votes pursuant to Section 13.5(b)(iv) of the Partnership Agreement), the Series A Preferred Units shall be counted as if they represent the number of Common Units and Subordinated Units into which such Series A Preferred Units would be convertible converted at the then then-applicable Conversion Prices and Conversion Rates at the time of such vote or approval. b. Notwithstanding the other provisions of the Partnership Agreement or this Annex, without first obtaining Series A Super Majority Approval, Conversion Rate pursuant to ‎Section 5.11(b)(v)(A) (regardless of whether the General Partner shall notSeries A Preferred Units are then convertible), and shall vote as a single class with the holders of the Common Units on each matter with respect to which each Record Holder of a Common Unit is entitled to vote; provided that the Outstanding Series A Preferred Units shall not cause vote with the holders of Common Units on any matter requiring the approval of the Common Units pursuant to ‎Section 13.3(c). Except with respect to ‎Section 13.3(c), each reference in this Agreement to a vote of Record Holders of Common Units shall be deemed to constitute a reference to the Record Holders of Common Units, Class B Units and Series A Preferred Units, voting together as a single class during any period in which any Series A Preferred Units are Outstanding. (B) Except as provided in ‎Section 5.11(b)(ii)(C), notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all other voting rights granted under this Agreement, the affirmative vote of the Record Holders of the Series A Required Voting Percentage shall be required for the Partnership to, either or to permit any of its Subsidiaries to (in each case, directly or indirectly, including by amendmentway of amendment to this Agreement, by merger, consolidation consolidation, reclassification or otherwise): (1) incur any Indebtedness for borrowed money (including under any Customary Credit Facility) that would be included in the definition of Total Debt (but assuming for such purposes that any undrawn letters of credit or bank guarantees constitute Total Debt), do if (i) either clause of the proviso in ‎Section 5.11(b)(i)(B) is applicable or (ii) pro forma for such incurrence and the application of any proceeds thereof, the Adjusted Leverage Ratio would exceed 2.5; (2) borrow under the Credit Agreement, at any time, an amount exceeding 95% of the Partnership’s and its Subsidiaries’ PV10 calculated based on the most recent Reserve Report; (3) enter into any credit facility in replacement of or to refinance the Credit Agreement (a “Replacement Credit Agreement”) that is not a Customary Credit Facility or amend, restate, supplement or otherwise modify the Credit Agreement in any manner if the result thereof is that the Credit Agreement as so amended, restated, supplemented or otherwise modified fails to satisfy the definition of Customary Credit Facility; (4) incur any Indebtedness for borrowed money except for Indebtedness under the Customary Credit Facility, except for: (a) Indebtedness among the Partnership and its Subsidiaries; (b) Indebtedness which, in the aggregate, together with all other Indebtedness permitted by this clause (4)(b), does not exceed $5,000,000 in principal amount outstanding; (c) Indebtedness in respect of Capital Leases (as defined in the Credit Agreement) or purchase money financings in an aggregate principal amount outstanding at any time not to exceed $5,000,000; (d) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and (e) any renewals, refinancings or extensions of any of the following:foregoing; i. amend (5) enter into, adopt or modify agree to any provision “restricted payment” provisions (or other similar provisions that restrict or limit the payment of distributions on, or the redemption of, the Series A Preferred Units) under any Partnership Indebtedness Document that would be more materially restrictive, taken as a whole, on the payment of dividends on, or redemption of, the Series A Preferred Units than those existing in the Partnership Indebtedness Documents as of the Series A Issuance Date (provided that, for the avoidance of doubt, any decrease in the amount available to make restricted payments under any such provisions that are the result of the Partnership Agreement utilizing capacity under such provisions or any decrease in capacity as a result of the operation of such provisions as set forth in the Partnership Indebtedness Documents as of the Series A Issuance Date, shall not require the consent of the Record Holders of the Series A Required Voting Percentage); (6) declare, or pay, any distribution on or repurchase or redeem any Series A Junior Securities (including, for the avoidance of doubt, the Common Units) if (i) the pro forma Adjusted Leverage Ratio exceeds 3.0, immediately after giving effect thereto or (ii) either clause of the proviso in ‎Section 5.11(b)(i)(B) is applicable; (7) declare, or pay, any special or one-time distribution with respect to any class of Series A Junior Securities, including any distribution that is not out of Available Cash, unless such special or one-time distribution is made on a pro rata basis to the Series A Preferred Units and any class of Series A Parity Securities; (8) form or create any Subsidiaries of the Partnership, other than Wholly-owned Subsidiaries of the Partnership, issue, or permit to be issued, any Equity Securities of any Subsidiaries of the Partnership (other than (a) to Wholly-owned Subsidiaries of the Partnership or (b) in the case of the Operating Company, OpCo Common Units), and the Partnership is permitted to own each of (i) OGM Partners I, RCPTX, Ltd. and Oakwood Minerals I, L.P. as non-Wholly-owned Subsidiaries, in the proportions owned as of the date hereof and (ii) the Operating Company as a non-Wholly-owned Subsidiary; (9) to the fullest extent permitted by law: (1) make a general assignment for the benefit of creditors; (2) file a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (3) file a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (4) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in a proceeding of the type described in the preceding clauses (1)-(3); or (5) seek, consent to or acquiesce in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the Partnership or any of its Subsidiaries or of all or any substantial part of their properties; provided that the foregoing shall not apply to any of the Subsidiaries of the Partnership, if (a) the Partnership shall determine that the existence thereof is no longer desirable in the conduct of the business of the Partnership and its Subsidiaries, taken as a whole, and that the bankruptcy or liquidation thereof is not adverse in any material respect to the Series A Preferred Unitholders or (b) if a Subsidiary is to be liquidated, such Subsidiary has no material assets; (10) make, change or revoke any entity classification election in respect of the Partnership or any of its Subsidiaries for U.S. federal income tax purposes or relevant state or local income tax purposes; (11) except for Permitted Transactions, enter into, or modify, any agreement or transaction between or among the Partnership and/or its Subsidiaries, on the one hand, and the General Partner, its officers or employees or members of the Board of Directors and/or their respective Affiliates (other than the Partnership and its Wholly-owned Subsidiaries) on the other hand; (12) except for Permitted Dispositions, sell, lease, assign, convey or otherwise dispose of (including by farmout or similar transaction) any oil and gas properties of the Partnership or any of its Subsidiaries having a fair market value in excess of $50 million in any fiscal year and $125 million in the aggregate while any Series A Preferred Units are outstanding; (13) enter into a Series A Change of Control unless in connection therewith the Partnership redeems in full for cash all of the Outstanding Series A Preferred Units in accordance with ‎Section 5.11(b)(vi); or (14) amend or amend and restate this Annex that has Agreement, the effect Certificate of amending Limited Partnership (including by merger or modifying otherwise or any amendment contemplated by and made in accordance with ‎Section 5.11(b)(iii)) or the organizational documents of the Partnership’s Subsidiaries if such amendment is materially adverse to any of the rights, preferences or designations and privileges of the Series A Preferred Units. Without limiting the generality of the preceding sentence, except for any amendment or modification described in Paragraph 4(c) or 4(d) of this Annex, which shall be subject deemed to have such a materially adverse impact if such amendment would: (a) reduce the approval required in such Paragraph; ii. createSeries A Distribution Amount or the Series A Quarterly Distribution, or authorize change the creation ofform of payment of distributions on the Series A Preferred Units, or issue or obligate itself to issue, any Partnership Securities having preferences or rights with priority over or defer the date from which distributions on a parity with the Series A Preferred Units with respect to rights to share in distributionswill accrue, including those on liquidation or, except as provided in Paragraph 4(b)(iii), redemption obligations or redemption rights; iii. create, or authorize the creation of, or issue or obligate itself to issue, any Partnership Securities having redemption rights arising on a date prior to the last Mandatory Conversion Date contemplated herein (“Junior Redemption Securities”); provided, however, that the Partnership shall have the right to create, authorize the creation of, issue or obligate itself to issue Junior Redemption Securities in an aggregate amount that, together with prior issuances of Junior Redemption Securities, does not exceed the Threshold Amount (measured at the time of issuance (which shall be a positive number)), and provided, further, that in no event shall any such Junior Redemption Securities have redemption rights that permit or require a payment to the holders thereof of more than one-third of the aggregate issuance price of such Junior Redemption Securities (measured at the time of issuance), plus cancel any accrued and unpaid distributions, during distributions on the 12-month periods commencing on each of July 1, 2014, July 1, 2015 and July 1, 2016; iv. issue or obligate itself to issue any Series A Preferred Units; or v. effect Units or any amendmentinterest accrued thereon (including any Accumulated Distributions or Series A Partial Period Distributions), modification or waiver that by its explicit terms would alter or change the seniority rights of the Series A Preferred Unitholders pursuant as to Paragraph 13.the payment of distributions in relation to the holders of any other class or series of Partnership Interests; c. Notwithstanding (b) reduce the other provisions amount payable or change the form of payment to the Partnership Agreement or this Annex, without first obtaining a Series A Majority Approval, the General Partner shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, effect any split, reverse split, subdivision, combination or similar action with respect to Record Holders of the Series A Preferred Units.Units upon the voluntary or involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority of the liquidation preferences of the Record Holders of the Series A Preferred Units in relation to the rights of the holders of any other class or series of Partnership Interests upon the liquidation, dissolution and winding up of the Partnership; or d. Notwithstanding (c) make the other provisions Series A Preferred Units redeemable or convertible at the option of the Partnership Agreement or other than as set forth in this AnnexAgreement. (C) Notwithstanding anything to the contrary in this ‎Section 5.11(b)(ii), without first obtaining in no event shall the written consent or waiver of the affected Series A Preferred UnitholderUnitholders, as a separate class, be required in connection with any Series A Change of Control; provided that, in connection with any Series A Change of Control, the General Partner Partnership shall not, and shall not cause the Partnership to, either directly or indirectly, by amendment, merger, consolidation or otherwise, do any be required to redeem in full for cash all of the following: i. effect Outstanding Series A Preferred Units in accordance with ‎Section 5.11(b)(vi); provided, further, that nothing in the foregoing shall limit the voting rights of any amendment, modification or waiver that by its explicit terms would alter or change the rights, obligations, powers or preferences of such Series A Preferred Unitholder in its capacity as a holder connection with any vote of Record Holders of Common Units and Series A Preferred Units in together as a disproportionate and adverse manner compared single class that may be required to other holders of Series A Preferred Units; ii. effect any amendment, modification or waiver that would alter, or result in the alteration of, the limited liability of approve such Series A Preferred Unitholder; iii. effect any amendment, modification or waiver that would impose any additional material obligations or duties on such Series A Preferred Unitholder; or iv. amend, modify or waive the provisions of this Paragraph 4(d)(iv)transaction. e. Any of (D) Notwithstanding anything to the rightscontrary in this ‎Section 5.11(b)(ii), powers or preferences in no event shall the consent of the Series A Preferred Unitholders set forth herein may Unitholders, as a separate class, be waived required in writing by connection with any Series A Preferred Unitholder with respect exchange made pursuant to such holderthe Exchange Agreement.