Replacement Index. The Applicable Index for all outstanding Transactions shall transition, as of the Index Transition Date, to a Replacement Index identified in accordance with the definition thereof and the provisions hereof; and

“Derivatives” means any # exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, # similar transaction, contract, instrument, undertaking or security or # transaction, contract, instrument, undertaking or security containing any of the foregoing.

“Derivatives” means any # exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, # similar transaction, contract, instrument, undertaking or security or # transaction, contract, instrument, undertaking or security containing any of the foregoing.

“Derivatives” means any # exchange-traded or over-the-counter forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination of the foregoing, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, # similar transaction, contract, instrument, undertaking or security or # transaction, contract, instrument, undertaking or security containing any of the foregoing.

The Index Rate shall be initially determined as of the Closing Date and shall be reset monthly on the first Business Day of the relevant month thereafter (each, a “Reset Date”) by Lender [[Unknown Identifier]].v4

Index Transition Event. Upon Buyer’s determination that an Index Transition Event has occurred:

Daily Price Index. The price used to value Seller’s Monthly Imbalance will be the daily index price for Waha – West Tx as reported in the “Daily Price Survey” section of Platts Gas Daily (“Daily Price Index”). If Gas Daily publishes a range of prices for any Day, the midpoint of the range will be that Day’s price. If for any reason Gas Daily ceases to be available, Buyer will determine the Daily Price Index for the month using price quotations for the general location indicated above as reported by another generally accepted industry publication.

For purposes of the foregoing, # if any of S&P, Moody’s or Fitch shall not have in effect a rating for the Index Debt, then # if only one rating agency shall not have in effect a rating for the Index Debt, the Category then in effect shall be determined by reference to the remaining two effective ratings for the Index Debt, # if two rating agencies shall not have in effect a rating for the Index Debt, one of such rating agencies shall be deemed to have in effect a rating in Category 5 and the Category then in effect shall be determined by reference to such deemed rating and the remaining rating in effect and # if no rating agency shall have in effect a rating for the Index Debt, then Category 5 shall apply; # if the ratings in effect or deemed to be in effect by S&P, Moody’s and Fitch for the Index Debt shall fall within different Categories, then # if three ratings for the Index Debt are in effect, then either # if two of the three ratings are in the same Category, such Category shall apply or # if all three of the ratings are in different Categories, then the Category corresponding to the middle rating for the Index Debt shall apply and # if only two ratings for the Index Debt are in effect or deemed to be in effect, the Category then in effect shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Category then in effect shall be determined by reference to the Category next below that of the higher of the two ratings; and # if the ratings established or deemed to have been established by S&P, Moody’s and Fitch for the Index Debt shall be changed (other than as a result of a change in the rating system of S&P,

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt (other than Debt exclusively among the Loan Parties and their respective Subsidiaries), unless # no Event of Default has occurred and is continuing immediately before and immediately after the incurrence of such Debt and # immediately after giving effect to the incurrence of such Debt, the Borrower will be in compliance, on a pro forma basis, with the provisions of [Section 5.04]; provided, however, that notwithstanding the foregoing, # in no event shall any owner of an Unencumbered Asset be a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Debt unless it is a Guarantor hereunder and # in no event shall any Loan Party or any Restricted Subsidiary be a borrower or guarantor of, or otherwise obligated in respect of, any Debt (disregarding for this purpose clause (ii) of the second proviso in the definition thereof) of any Unrestricted Subsidiary except for Customary Carveout Agreements.

Debt . Create, incur, assume or suffer to exist any Debt, except: