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(5)
Liens existing on the Issue Date;
(6)
Liens on Capital Stock of and assets of any Restricted Subsidiary that is not a Guarantor that secure
Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor;
(7)
Liens for taxes, assessments or governmental charges or claims that (x) are not yet due and payable or (y) that
are being contested in good faith by appropriate proceedings;
(8)
survey exceptions, easements or reservations of, or rights of others for, licenses, rights of— way, gas and oil
pipelines, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do
not in the aggregate materially adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;
(9)
Liens encumbering property or assets under construction arising from progress or partial payments by a
customer of the Issuer or its Restricted Subsidiaries relating to such property or assets;
(10)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs
duties in connection with the importation of goods;
(11)
any attachment, prejudgment or judgment Lien that does not constitute an Event of Default and notices of
lis
pendens
and associated rights related to litigation being contested in good faith by appropriate proceedings
and for which adequate reserves have been made;
(12)
Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees);
(13)
Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture;
provided, however,
that:
(a)
the new Lien shall be limited to all or part of the same property and assets that secured or, under the
written agreements pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to, such property or proceeds or distributions thereof); and
(b)
the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x)
the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed,
refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness
and (y) an amount necessary to pay any fees and expenses, including premiums, related to such
renewal, refunding, refinancing, replacement, defeasance or discharge;
(14)
Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease
Obligations with respect to, or the repair, improvement or construction cost of, assets or property acquired or
repaired, improved or constructed in the ordinary course of business; Liens arising solely by virtue of any
statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies
as to deposit accounts or other funds maintained or deposited with a depositary institution;
provided
that (x)
the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred
under the Indenture and does not exceed the cost of the assets or property so acquired or repaired, improved or
constructed plus fees and expenses in connection therewith and (y) such Lien shall be limited to all or any part
of the asset or property so acquired or repaired, improved or constructed and shall not encumber any other
assets or property of the Issuer or its Restricted Subsidiaries;
(15)
Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or
redemption of Indebtedness;
(16)
Liens in respect of Production Payments and Reserve Sales;
(17)
Liens on pipelines and pipeline facilities that arise by operation of law;
(18)
Liens arising under oil and gas leases or subleases, assignments, farm-out agreements, farm-in agreements,
division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of
Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, partnership
agreements, operating agreements, royalties, working interests, carried working interest, net profit interests,
joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest
agreements, gas balancing or deferred production agreements, injection, repressuring and recycling
agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses,
sublicenses and other agreements which are customary in the Oil and Gas Business;
(19)
any (a) interest or title of a lessor or sublessor under any lease, Liens reserved in oil, gas or other
Hydrocarbons, mineral leases for bonus or rental payments and for compliance with the terms of such leases;
(b) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to (including
without limitation, ground leases or other prior leases of the demised premises, mortgages, mechanics' liens,
tax liens, and easements); or (c) subordination of the interest of the lessee or sublessee under such lease to any
restrictions or encumbrance referred to in the preceding clause (b);
