BUSINESS
AND ON FAIR AND REASONABLE TERMS AND (III) SUCH VENTURE INTERESTS ACQUIRED AND
CAPITAL CONTRIBUTIONS MADE (VALUED AS OF THE DATE SUCH INTEREST WAS ACQUIRED OR
THE CONTRIBUTION MADE) DO NOT EXCEED, IN THE AGGREGATE AT ANY TIME OUTSTANDING
AN AMOUNT EQUAL TO $50,000,000.
(I)
INVESTMENTS IN STOCK, OBLIGATIONS OR SECURITIES RECEIVED IN
SETTLEMENT OF DEBTS ARISING FROM INVESTMENTS PERMITTED UNDER THIS SECTION 9.05
OWING TO THE BORROWER OR ANY SUBSIDIARY AS A RESULT OF A BANKRUPTCY OR OTHER
INSOLVENCY PROCEEDING OF THE OBLIGOR IN RESPECT OF SUCH DEBTS OR UPON THE
ENFORCEMENT OF ANY LIEN IN FAVOR OF THE BORROWER OR ANY OF ITS SUBSIDIARIES.
(J)
INVESTMENTS IN THE RILEY RIDGE SPV IN THE FORM OF THE CAPITAL
CONTRIBUTION OF THE RILEY RIDGE GAS PLANT AND RELATED ASSETS TO THE RILEY RIDGE
SPV.
(K)
OTHER INVESTMENTS NOT TO EXCEED $20,000,000 IN THE AGGREGATE
DURING ANY FISCAL YEAR.
SECTION 9.06
NATURE OF BUSINESS.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ALLOW ANY MATERIAL CHANGE TO BE MADE IN THE CHARACTER
OF ITS BUSINESS AS AN INDEPENDENT OIL AND GAS EXPLORATION AND PRODUCTION
COMPANY.
SECTION 9.07
LIMITATION ON LEASES.
THE BORROWER WILL NOT, AND WILL
NOT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
OBLIGATION FOR THE PAYMENT OF RENT OR HIRE OF PROPERTY OF ANY KIND WHATSOEVER
(REAL OR PERSONAL BUT EXCLUDING CAPITAL LEASES AND LEASES OF HYDROCARBON
INTERESTS), UNDER LEASES OR LEASE AGREEMENTS WHICH WOULD CAUSE THE AGGREGATE
AMOUNT OF ALL PAYMENTS MADE BY THE BORROWER AND THE SUBSIDIARIES PURSUANT TO ALL
SUCH LEASES OR LEASE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, ANY RESIDUAL
PAYMENTS AT THE END OF ANY LEASE, TO EXCEED $50,000,000 IN ANY PERIOD OF TWELVE
CONSECUTIVE CALENDAR MONTHS DURING THE LIFE OF SUCH LEASES.
79
SECTION 9.08
PROCEEDS OF NOTES.
THE BORROWER
WILL NOT PERMIT THE PROCEEDS OF THE NOTES TO BE USED FOR ANY PURPOSE OTHER THAN
THOSE PERMITTED BY SECTION 7.21.
NEITHER THE BORROWER NOR ANY PERSON ACTING ON
BEHALF OF THE BORROWER HAS TAKEN OR WILL TAKE ANY ACTION WHICH MIGHT CAUSE ANY
OF THE LOAN DOCUMENTS TO VIOLATE REGULATIONS T, U OR X OR ANY OTHER REGULATION
OF THE BOARD OR TO VIOLATE SECTION 7 OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ANY RULE OR REGULATION THEREUNDER, IN EACH CASE AS NOW IN EFFECT OR AS THE SAME
MAY HEREINAFTER BE IN EFFECT.
IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE
BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER A STATEMENT TO
THE FOREGOING EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM U-1 OR SUCH
OTHER FORM REFERRED TO IN REGULATION U, REGULATION T OR REGULATION X OF THE
BOARD, AS THE CASE MAY BE.
SECTION 9.09
ERISA COMPLIANCE.
THE BORROWER WILL
NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, AT ANY TIME:
(A)
ENGAGE IN, OR PERMIT ANY ERISA AFFILIATE TO
ENGAGE IN, ANY TRANSACTION IN CONNECTION WITH WHICH THE BORROWER, A SUBSIDIARY
OR ANY ERISA AFFILIATE COULD BE