Exhibit 10.1


 


 


AMENDED
AND RESTATED CREDIT AGREEMENT 


CREDIT AGREEMENT


 


dated as of April 28, 2017,


 


Among


 


BONANZA CREEK ENERGY, INC.,

as Borrower,


 


KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent and Issuing Lender,


 


and


 


THE LENDERS NAMED HEREIN

as Lenders


 


$191,666,666.66


 


 






     


     

    

 


TABLE
OF CONTENTS


 


Page 


 





	ARTICLE
    I   DEFINITIONS AND ACCOUNTING TERMS	1
	Section
    1.01   Certain Defined Terms	1
	Section
    1.02   Computation of Time Periods	33
	Section
    1.03   Accounting Terms; Changes in GAAP	33
	Section
    1.04   Types of Advances	34
	Section
    1.05   UCC Terms	34
	Section
    1.06   Rounding	34
	Section
    1.07   Letter of Credit Amounts	34
	Section
    1.08   Guarantees	34
	Section
    1.09   Miscellaneous	34
	ARTICLE
    II   CREDIT FACILITIES	35
	Section
    2.01   Commitment for Advances	35
	Section
    2.02   Borrowing Base	36
	Section
    2.03   Method of Borrowing	40
	Section
    2.04   Termination and Reduction of the Commitments; Aggregate Maximum Credit Amounts	42
	Section
    2.05   Prepayment of Advances	42
	Section
    2.06   Repayment of Advances	45
	Section
    2.07   Letters of Credit	45
	Section
    2.08   Fees	52
	Section
    2.09   Interest	53
	Section
    2.10   Illegality	53
	Section
    2.11   Breakage Costs	54
	Section
    2.12   Increased Costs	54
	Section
    2.13   Payments and Computations	56
	Section
    2.14   Taxes	57
	Section
    2.15   Mitigation Obligations; Replacement of Lenders	60
	Section
    2.16   Defaulting Lender	61
	ARTICLE
    III   CONDITIONS	63
	Section
    3.01   Conditions to Closing and Initial Borrowing	64
	Section
    3.02   Conditions Precedent to All Borrowings	67



 


 






     


     

    

TABLE OF CONTENTS


(continued)


 


Page


 


	ARTICLE
    IV   REPRESENTATIONS AND WARRANTIES	69
	Section
    4.01   Existence; Subsidiaries	69
	Section
    4.02   Power; No Conflicts	69
	Section
    4.03   Authorization and Approvals	69
	Section
    4.04   Enforceable Obligations	70
	Section
    4.05   Financial Condition and Financial Statements	70
	Section
    4.06   True and Complete Disclosure	70
	Section
    4.07   Litigation; Compliance with Laws	71
	Section
    4.08   Use of Proceeds	71
	Section
    4.09   Investment Company Act	71
	Section
    4.10   Taxes	71
	Section
    4.11   ERISA and Employee Matters	72
	Section
    4.12   Condition and Maintenance of Property; Casualties	72
	Section
    4.13   Compliance with Agreements; No Defaults	72
	Section
    4.14   Environmental Condition	73
	Section
    4.15   Permits, Licenses, Etc	73
	Section
    4.16   Gas Imbalances, Prepayments	73
	Section
    4.17   Marketing of Production	74
	Section
    4.18   Restriction on Liens	74
	Section
    4.19   Solvency	74
	Section
    4.20   Hedging Agreements	74
	Section
    4.21   Insurance	74
	Section
    4.22   Sanctions; FCPA	74
	Section
    4.23   Oil and Gas Properties	74
	Section
    4.24   Line of Business; Foreign Operations	76
	Section
    4.25   [Reserved]	76
	Section
    4.26   Location of Business and Offices	76
	Section
    4.27   Intellectual Property	76
	Section
    4.28   Senior Debt Status	76
	Section
    4.29   Flood Hazard Insurance	76



 






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(continued)


 




Page


 


	ARTICLE
    V   AFFIRMATIVE COVENANTS	76
	Section
    5.01   Compliance with Laws, Etc	77
	Section
    5.02   Maintenance of Insurance	77
	Section
    5.03   Preservation of Corporate Existence, Etc	78
	Section
    5.04   Payment of Taxes, Etc	78
	Section
    5.05   Visitation Rights; Periodic Meetings	78
	Section
    5.06   Reporting Requirements	78
	Section
    5.07   Maintenance of Property	83
	Section
    5.08   Agreement to Pledge; Guaranty	83
	Section
    5.09   Use of Proceeds	84
	Section
    5.10   Title Evidence and Opinions	85
	Section
    5.11   Further Assurances; Cure of Title Defects	85
	Section
    5.12   Operation and Maintenance of Oil and Gas Properties	85
	Section
    5.13   Sanctions; FCPA	86
	Section
    5.14   Reserved	87
	Section
    5.15   Environmental Matters	87
	Section
    5.16   ERISA Compliance	87
	Section
    5.17   Deposit Accounts	87
	Section
    5.18   Post-Closing	87
	ARTICLE
    VI   NEGATIVE COVENANTS	87
	Section
    6.01   Liens, Etc	88
	Section
    6.02   Indebtedness, Guarantees, and Other Obligations	90
	Section
    6.03   Agreements Restricting Liens and Distributions	90
	Section
    6.04   Merger or Consolidation; Asset Sales	91
	Section
    6.05   Restricted Payments	92
	Section
    6.06   Investments	93
	Section
    6.07   [Reserved]	94
	Section
    6.08   Affiliate Transactions	94
	Section
    6.09   Compliance with ERISA	94
	Section
    6.10   Sale-and-Leaseback	94
	Section
    6.11   Change of Business; Foreign Operations or Subsidiaries	94



 






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Page


 


	Section
    6.12   Name Change	95
	Section
    6.13   Use of Proceeds; Letters of Credit	95
	Section
    6.14   Gas Imbalances, Take-or-Pay or Other Prepayments	95
	Section
    6.15   Hedging Limitations	95
	Section
    6.16   Additional Subsidiaries	96
	Section
    6.17   Financial Covenants	97
	Section
    6.18   Asset Coverage Ratio	97
	Section
    6.19   Fiscal Year; Fiscal Quarter	97
	Section
    6.20   Limitation on Operating Leases	97
	Section
    6.21   Prepayment of Certain Debt and Other Obligations	97
	Section
    6.22   [Reserved]	97
	Section
    6.23   Environmental Matters	97
	Section
    6.24   Marketing Activities	98
	Section
    6.25   Sale or Discount of Receivables	98
	ARTICLE
    VII   EVENTS OF DEFAULT; REMEDIES	98
	Section
    7.01   Events of Default	98
	Section
    7.02   Optional Acceleration of Maturity	100
	Section
    7.03   Automatic Acceleration of Maturity	100
	Section
    7.04   Right of Set-off	101
	Section
    7.05   Non-exclusivity of Remedies	101
	Section
    7.06   Application of Proceeds	101
	ARTICLE
    VIII   THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER	103
	Section
    8.01   Appointment and Authority	103
	Section
    8.02   Rights as a Lender	103
	Section
    8.03   Exculpatory Provisions	103
	Section
    8.04   Reliance by Administrative Agent and Issuing Lender	104
	Section
    8.05   Delegation of Duties	105
	Section
    8.06   Resignation of Agent or Issuing Lender	105
	Section
    8.07   Non-Reliance on Administrative Agent and Other Lenders	106
	Section
    8.08   No Other Duties, etc	106
	Section
    8.09   Indemnification	106



 






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TABLE OF CONTENTS


(continued)


 




Page


 


	Section
    8.10   Administrative Agent May File Proofs of Claim	108
	Section
    8.11   Collateral and Guaranty Matters	108
	Section
    8.12   Credit Bidding	109
	ARTICLE
    IX   MISCELLANEOUS	110
	Section
    9.01   Costs and Expenses	110
	Section
    9.02   Indemnification; Waiver of Damages	110
	Section
    9.03   Waivers and Amendments	112
	Section
    9.04   Severability	113
	Section
    9.05   Survival of Representations and Obligations	113
	Section
    9.06   Binding Effect	114
	Section
    9.07   Successors and Assigns	114
	Section
    9.08   Confidentiality	117
	Section
    9.09   Notices, Etc	118
	Section
    9.10   Usury Not Intended	119
	Section
    9.11   Usury Recapture	120
	Section
    9.12   Payments Set Aside	121
	Section
    9.13   Performance of Duties	121
	Section
    9.14   All Powers Coupled with Interest	121
	Section
    9.15   Governing Law	121
	Section
    9.16   Submission to Jurisdiction; Service of Process	122
	Section
    9.17   Waiver of Venue	122
	Section
    9.18   Execution in Counterparts; Electronic Execution	122
	Section
    9.19   Keepwell	122
	Section
    9.20   Independent Effect of Covenants	123
	Section
    9.21   USA Patriot Act	123
	Section
    9.22   Flood Insurance Regulations	123
	Section
    9.23   NON-RELIANCE	123
	Section
    9.24   WAIVER OF JURY TRIAL	123
	Section
    9.25   Reversal of Payments	124
	Section
    9.26   Injunctive Relief	124
	Section
    9.27   No Advisory or Fiduciary Responsibility	124



 


 



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Page


 


	Section
    9.28   Inconsistencies with Other Documents	125
	Section
    9.29   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	125
	Section
    9.30   Restatement	125
	Section
    9.31   ORAL AGREEMENTS	126







 


 


 


 



    -vi- 


     

    

 


 


	SCHEDULES:	 	 
	 	 	 
	Schedule I	-	Pricing Grid
	Schedule II	-	Notice Information and Commitments
	Schedule 4.01 	-	Subsidiaries of Borrower
	Schedule 4.07 	- 	Litigation
	Schedule 4.20	-	Hedging Contracts
	Schedule 4.23	-	Back-In and Reversionary Interests
	Schedule 4.26 	-	Principal Business and Chief Executive Office
	 	 	 
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A	-	Form of Assignment and Acceptance
	Exhibit B	-	Form of Compliance Certificate
	Exhibit C	-	Form of Amended and Restated Guaranty
	Exhibit D-1	-	Form of Amended and Restated Colorado Mortgage
	Exhibit D-2	-	Form of Amended and Restated Arkansas Mortgage
	Exhibit E	-	Form of Note
	Exhibit F	-	Form of Notice of Borrowing
	Exhibit G	-	Form of Notice of Conversion or Continuation
	Exhibit H	-	Form of Amended and Restated Pledge and Security Agreement
	Exhibit I	-	Form of Transfer Letters
	Exhibit J-1	-	Form of U.S. Tax Compliance Certificate
	Exhibit J-2	-	Form of U.S. Tax Compliance Certificate
	Exhibit J-3	-	Form of U.S. Tax Compliance Certificate
	Exhibit J-4	-	Form of U.S. Tax Compliance Certificate
	Exhibit K	-	Form of Solvency Certificate







 


 


 



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AMENDED
AND RESTATED CREDIT AGREEMENT


 


This
Amended and Restated Credit Agreement dated as of April 28, 2017, is among Bonanza Creek Energy, Inc., a Delaware corporation
(the “Borrower”), the lenders party hereto from time to time (the “Lenders”), and KeyBank
National Association, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”)
and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).


 


A.       The
Borrower is a party to that certain Credit Agreement dated as of March 29, 2011 among the Borrower, the lenders party thereto
from time to time (the “Existing Lenders”) and KeyBank National Association (as successor by assignment to
BNP Paribas), as administrative agent (in such capacity, the “Existing Agent”) and issuing lender (in such
capacity, the “Existing Issuing Lender”) (as amended prior to the date hereof, the “Existing Credit
Agreement”).


 


B.       In
order to secure the full and punctual payment and performance of the loans under the Existing Credit Agreement, the Borrower and
its Subsidiaries executed and delivered mortgages, deeds of trust, security agreements, pledge agreements, financing statements
and other security instruments in favor of the Existing Agent (collectively, the “Existing Security Documents”)
granting a mortgage lien and continuing security interest in and to the collateral described in such Existing Security Documents.


 


C.       The
Borrower, the Existing Agent, the Existing Issuing Lender, and the Existing Lenders desire to (i) amend and restate (but not extinguish)
the Existing Credit Agreement in its entirety as hereinafter set forth through the execution of this Agreement and (ii) have the
obligations of the Borrower hereunder continue to be secured by the liens and security interests created under the Existing Security
Documents.


 


D.       It
is the intention of the parties hereto that this Agreement is an amendment and restatement of the Existing Credit Agreement, and
is not a new or substitute credit agreement or novation of the Existing Credit Agreement.


 


The
parties hereto hereby agree as follows:


 


ARTICLE
I

DEFINITIONS AND ACCOUNTING TERMS


 


Section
1.01         Certain
Defined Terms. As used in this Agreement, the terms defined above shall have the meanings set forth therein and the following
terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular
and plural forms of the terms defined):


 


“Acceptable
Accountant” means (a) Hein & Associates LLP, and (b) such other independent certified public accountants reasonably
acceptable to the Administrative Agent.


 


“Acceptable
Letter of Credit Maturity Date” has the meaning set forth in Section 2.07 hereof.


 


“Acceptable
Security Interest” in any Property means a Lien which (a) exists in favor of the Administrative Agent for the benefit
of the Secured Parties, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby, other
than Permitted Subject Liens, (c) secures the Secured Obligations, (d) is enforceable, except as such enforceability
may be limited by any applicable Debtor Relief Laws, and (e) other than as to Excluded Perfection Collateral, is perfected.


 






     


     

    

 


“Account
Control Agreement” shall mean, as to any deposit account or security account of any Loan Party held with a bank or other
financial institution, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent, among
the Loan Party owning such deposit account or security account, as applicable, the Administrative Agent, and such other bank or
financial institution governing such deposit account or security account, as applicable.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which any
Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, or division thereof, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (by percentage or voting power) of, or a Control Percentage of, the
Voting Securities of a Person.


 


“Additional
Trigger” has the meaning set forth in Section 2.05(b)(i).


 


“Adjusted
EBITDAX” means (a) for the calculations to be made for the fiscal quarter ending June 30, 2017, consolidated EBITDAX
of the Borrower and its Subsidiaries for such fiscal quarter multiplied by four; (b) for the calculations to be made for the fiscal
quarter ending September 30, 2017, consolidated EBITDAX of the Borrower and its Subsidiaries for the two-fiscal quarter period
then ended multiplied by two; (c) for the calculations to be made for the fiscal quarter ending December 31, 2017, consolidated
EBITDAX of the Borrower and its Subsidiaries for the three-fiscal quarter period then ended multiplied by 4/3; and (d) for the
calculations to be made for each fiscal quarter ending on or after March 31, 2018, consolidated EBITDAX of the Borrower and its
Subsidiaries for the four-fiscal quarter period then ended.


 


“Adjusted
Interest Expense” means (a) for the calculations to be made for the fiscal quarter ending June 30, 2017, consolidated
Interest Expense of the Borrower and its Subsidiaries for such fiscal quarter multiplied by four; (b) for the calculations to
be made for the fiscal quarter ending September 30, 2017, consolidated Interest Expense of the Borrower and its Subsidiaries for
the two-fiscal quarter period then ended multiplied by two; (c) for the calculations to be made for the fiscal quarter ending
December 31, 2017, consolidated Interest Expense of the Borrower and its Subsidiaries for the three-fiscal quarter period then
ended multiplied by 4/3; and (d) for the calculations to be made for each fiscal quarter ending on or after March 31, 2018, consolidated
Interest Expense of the Borrower and its Subsidiaries for the four-fiscal quarter period then ended.


 


“Adjusted
Reference Rate” means, for any day, the fluctuating rate per annum of interest equal to the greatest of (a) the
Reference Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar
Rate plus 1.00%; provided, that in no event shall the Adjusted Reference Rate be less than 0.00%. Any change in
the Adjusted Reference Rate due to a change in the Reference Rate, Eurodollar Rate or Federal Funds Rate shall be effective on
the effective date of such change in the Reference Rate, Eurodollar Rate or Federal Funds Rate.


 


“Administrative
Agent” means KeyBank, in its capacity as administrative agent pursuant to Article VIII until its resignation or
removal, and any successor administrative agent appointed pursuant to Section 8.06.


 


“Administrative
Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent or such other form
provided by a Lender and acceptable to the Administrative Agent.


 






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“Advance”
means an advance by a Lender to the Borrower pursuant to Section 2.01(a) as part of a Borrowing and refers to a Reference Rate
Advance or a Eurodollar Rate Advance.


 


“Advance
Payment Contract” means (a) any contract evidencing production payment (whether volumetric or dollar denominated)
granted or sold by any Person that is payable from a specified share of proceeds received from production from specified Oil and
Gas Properties, or (b) any contract whereby any Person receives or becomes entitled to receive (either directly or indirectly)
any payment (an “Advance Payment”) as consideration for (i) Hydrocarbons produced or to be produced from
Oil and Gas Properties owned by such Person or Affiliate of such Person in advance of the delivery of such Hydrocarbons (and regardless
of whether such Hydrocarbons are actually produced or actual delivery is required) to or for the account of the purchaser thereof
or (ii) a right or option to receive such Hydrocarbons (or a cash payment in lieu of such Hydrocarbons); provided
that inclusion of customary and standard “take or pay” provisions in any gas sales or purchase contract or any other
similar contract shall not, in and of itself, cause such gas sales or purchase contract to constitute an Advance Payment Contract
for the purposes of this definition.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the
terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control
Percentage, by contract, or otherwise.


 


“Agent
Parties” has the meaning set forth in Section 9.09(c)(ii) hereof.


 


“Agreement”
means this Credit Agreement, as the same may be further amended, supplemented, restated, and otherwise modified from time to time.


 


“Annual
Reporting Package” has the meaning set forth in Section 5.06(a) hereof.


 


“Applicable
Margin” means with respect to any Advance, (a) other than as provided in the following clause (b), the rate per annum
set forth in the Pricing Grid for the relevant Type of such Advance based on the relevant Utilization Level applicable from time
to time, and (b) at all times if a Borrowing Base Deficiency exists the rate per annum set forth in the Pricing Grid for the relevant
Type of such Advance based on the relevant Utilization Level applicable from time to time plus 2.00% per annum. The Applicable
Margin for any Advance shall change when and as the relevant Utilization Level changes; provided, however, that if at any time
the Borrower fails to deliver an Engineering Report pursuant to Section 2.02(b)(i) or (ii), then upon notice from the Administrative
Agent, the “Applicable Margin” shall mean the rate per annum set forth in the Pricing Grid when Utilization Level
is at its highest level, until such Engineering Report is delivered and the Borrowing Base is redetermined as provided herein.


 


“Approved
Counterparty” means (a) any Lender Swap Counterparty, (b) any other Person whose long term senior unsecured debt rating
is BBB+/Baa1 by Standard & Poor’s Ratings Group or of Moody’s Investors Service, Inc. (or their equivalent) or
higher and (c) any other Person that is reasonably acceptable to the Administrative Agent.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender.


 


“ASC”
means FASB Accounting Standards Codification.


 






     -3-


     

    

 


“Asset
Coverage Ratio” means, as of any date of determination, the ratio of (a) the Total Present Value to (b) the aggregate
Commitments of all of the Lenders at such date of determination.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by
the Administrative Agent, in substantially the form of the attached Exhibit A.


 


“Attributable
Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease Obligation of any Person,
the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with
GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments
under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP
if such lease were accounted for as a Capital Lease Obligation.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.


 


“Banking
Service Provider” means any Lender or Affiliate of a Lender that provides Banking Services to any Loan Party.


 


“Banking
Services” means each and any of the following bank services provided to any Loan Party by any Banking Service Provider:
(a) commercial credit cards, (b) stored value cards and (c) any other Treasury Management Arrangement (including, without limitation,
controlled disbursement, purchase card arrangements, automated clearinghouse transactions, return items, overdrafts and interstate
depository network services).


 


“Banking
Services Obligations” means any and all obligations of any Loan Party owing to Banking Service Providers, whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services.


 


“Bankruptcy
Code” means United States Code, 11 U.S.C. §§ 101–1532.


 


“Bankruptcy
Court” means the United States Bankruptcy Court for the District of Delaware.


 


“BB
Hedge” means any hedge position or Hedge Contract considered by the Administrative Agent in determining the then effective
Borrowing Base.


 


“BB
Value” means (a) as to any Oil and Gas Property, the value, if any, attributed to such Oil and Gas Property under the
then effective Borrowing Base, as determined by the Administrative Agent in good faith, (b) as to any Hedge Event, the net effect
of such Hedge Event (after giving effect to any new hedge position or Hedge Contract entered into since the determination of the
Borrowing Base then in effect), if any, on the then effective Borrowing Base, as determined by the Administrative Agent in good
faith, and (c) as to the incurrence of any Lien describe in Section 6.01(g) that has triggered the notice required thereunder,
the effect of such Lien on the then effective Borrowing Base, as determined by the Administrative Agent in good faith.


 






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“BCA”
means the Backstop Commitment Agreement dated as of December 23, 2016 among the Borrower and certain other parties thereto.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof.


 


“Borrowing”
means a borrowing consisting of Advances made on the same day by the Lenders pursuant to Section 2.01(a).


 


“Borrowing
Base” means at any particular time, the Dollar amount determined in accordance with Section 2.02 on account of Proven
Reserves attributable to Oil and Gas Properties of any Loan Party located in the United States of America, subject to an Acceptable
Security Interest to the extent required under Section 5.08, and described in the most recent Independent Engineering Report or
Internal Engineering Report, as applicable, delivered to the Administrative Agent and the Lenders pursuant to Section 2.02.


 


“Borrowing
Base Deficiency” means, at any time, an amount equal to the excess of (a) the aggregate Credit Exposure over (b) the
aggregate Commitments; provided that, solely for purposes of determining the existence and amount of any Borrowing Base Deficiency,
Letter of Credit Obligations to the extent Cash Collateralized as required by or otherwise in accordance with this Agreement shall
not be considered in determining Credit Exposure.


 


“Business
Day” means a day (a) other than a Saturday, Sunday, or other day on which the Administrative Agent is authorized to
close under the laws of, or is in fact closed in, New York or in Cleveland, Ohio, and (b) if the applicable Business Day relates
to any Eurodollar Rate Advances, on which dealings are carried on by commercial banks in the London interbank market.


 


“Capital
Lease” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person
under GAAP.


 


“Capital
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any Capital
Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash
Collateral Account” means a special interest bearing cash collateral account pledged by the Borrower to the Issuing
Lender containing cash deposited pursuant to Sections 2.05(b), 7.02(b), or 7.03(b) or any other provision hereunder to be maintained
with the Issuing Lender in accordance with the terms hereof and bear interest or be invested in the Issuing Lender’s reasonable
discretion.


 


“Cash
Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing
Lender or Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders to fund participations in respect
of Letter of Credit Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall
agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the Issuing Lender. “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Casualty
Event” means the damage, destruction or condemnation, including by process of eminent domain or any Disposition of property
in lieu of condemnation, as the case may be, of property of any Person or any of its Subsidiaries.


 






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“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs,
and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.


 


“Certificated
Equipment” means any equipment the ownership of which is evidenced by, or under applicable Legal Requirement, is required
to be evidenced by, a certificate of title.


 


“Change
in Control” means the occurrence of any of the following events:


 


(a)               
 any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (other than the holders of the Equity
Interests of the Borrower as of the Closing Date) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, except that a “person” or “group” shall be deemed to have “beneficial
ownership” of all equity interests that such “person” or “group” has the right to acquire, whether
such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of more than 35% of the Equity Interests of the Borrower entitled to vote in the election of members of the board
of directors (or equivalent governing body) of the Borrower;


 


(b)              
there shall have occurred under any indenture or other instrument evidencing any Indebtedness in excess of $5,000,000 any
“change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness)
obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness provided
for therein; or


 


(c)       the
Borrower ceases to own, either directly or indirectly, 100% of the Equity Interest in any Subsidiary other than as a result of
a sale of assets or merger permitted under Section 6.04 of this Agreement.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request,
rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding
anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Chapter
11 Cases” means the Chapter 11 bankruptcy cases of Borrower and its Subsidiaries being jointly administered under the
case title In re Bonanza Creek Energy, Inc., et al., 17-10015 (KJC) commenced on January 4, 2017 in the United States Bankruptcy
Court for the District of Delaware.


 


“Closing
Date” means the date on which the conditions specified in Section 3.01 are satisfied (or waived in accordance with Section
9.03).


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute.


 







 



     -6-


     

    




  


“Collateral”
means all “Collateral”, “Pledged Collateral” and “Mortgaged Properties” (as defined in each
of the Mortgages and the Security Agreement, as applicable) or similar terms used in the Security Instruments.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Advances and to acquire participations in Letters of
Credit hereunder, which shall at any time be the lesser of (a) such Lender’s Maximum Credit Amount, and (b) such Lender’s
Pro Rata Share of the then effective Borrowing Base.


 


“Commitment
Fee Rate” means the per annum commitment fee rate set forth on the Pricing Grid applicable from time to time. The Commitment
Fee Rate shall change when and as the relevant Utilization Level changes.


 


“Commitment
Termination Date” means the earlier of (a) the Maturity Date and (b) the earlier termination in whole of the aggregate
Maximum Credit Amounts pursuant to Section 2.04 or Article VII.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof).


 


“Compliance
Certificate” means a compliance certificate substantially in the form of the attached Exhibit B signed by a Responsible
Officer of the Borrower.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
Cash Balance” means, at any time, the aggregate amount of cash and cash equivalents held or owned by the Borrower and
the Guarantors; provided that Consolidated Cash Balance shall exclude (a) any cash or cash equivalents set aside to pay royalty
obligations, working interest obligations, production payments, ad valorem taxes and severance taxes of the Borrower or any Guarantor,
in each case owing in the ordinary course of business and then due and owing (or required to be paid within seven Business Days)
to third parties and for which the Borrower or such Guarantor has issued (or will issue) checks or has initiated (or will initiate)
wires or ACH transfers, in each case within seven Business Days of the date of determination in order to pay, (b) any cash or
cash equivalents set aside to pay payroll, payroll taxes, other taxes, employee wage and benefit payments and trust and fiduciary
obligations of the Borrower or any Guarantor, in each case that is incurred in the ordinary course of business and that is then
due and owing (or required to be paid within three Business Days of such date of determination), (c) cash and cash equivalents
of the Borrower and the Guarantors designated to be paid as a purchase price escrow deposit under a binding acquisition agreement
with a third party within thirty days of the date of determination, (d) certain other amounts as may be agreed to by the Majority
Lenders and the Borrower and (e) amounts held in (A) that certain escrow account maintained with Citibank, N.A. with account number
ending 2464, established on or prior to the Closing Date for purposes of holding funds equal in amount to the Loan Parties’
good faith estimate of all professional fees, costs and other expenses incurred in connection with the Chapter 11 Cases until
such time as payment of such professional fees, costs and expenses is approved by the Bankruptcy Court and (B) that certain escrow
account maintained with Wells Fargo Bank, National Association with account number ending 7800 established for purposes of holding
funds that are dedicated to the upgrading and maintenance of the roads located on the properties of 70 Ranch, LLC, a Colorado
limited liability company whose address is 8301 E. Prentice Avenue, Suite 100, Greenwood Village, Colorado 80111 so long as such
account does not maintain a balance of funds attributable to the Loan Parties in an aggregate amount in excess of $200,000. For
the avoidance of doubt, the calculation of Consolidated Cash Balance


 




     -7-


     

    

on
the Closing Date shall be made after giving effect to any fees, expenses and other amounts required to be paid on the Closing
Date.


 


“Consolidated
Cash Balance Limit” means $25,000,000.


 


“Consolidated
Cash Sweep Date” means the second Business Day of each calendar week.


 


“Consolidated
Net Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined
on a consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income
of the Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other
than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint
interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries
by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date
it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any
of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries except to the extent
included pursuant to the foregoing clause (a), (c) the net income (if positive), of any Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries
of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject
to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes, (d)
any gain or loss from any Disposition of Property during such period, (e) realized gains (or losses) on Hedge Contracts resulting
from unscheduled unwinds, settlements or terminations of such Hedge Contracts, (f) any extraordinary gains or losses during such
period, and (g) the cumulative effect of any change in GAAP.


 


“Contracts”
means all contracts, agreements, operating agreements, farm-out or farm-in agreements, sharing agreements, mineral purchase agreements,
contracts for the purchase, exchange, transportation, processing or sale of Hydrocarbons, rights-of-way, easements, surface leases,
equipment leases, permits, franchises, licenses, pooling or unitization agreements, and unit or pooling designations and orders
now or hereafter affecting any of the Oil and Gas Properties, Operating Equipment, Fixture Operating Equipment, or Hydrocarbons
now or hereafter covered hereby, or which are useful or appropriate in drilling for, producing, treating, handling, storing, transporting
or marketing oil, gas or other minerals produced from any of the Oil and Gas Properties, and all as such contracts and agreements
as they may be amended, restated, modified, substituted or supplemented from time-to-time.


 


“Control
Percentage” means, with respect to any Person, the percentage of the outstanding Voting Securities (including any options,
warrants or similar rights to purchase such Voting Securities) of such Person having ordinary voting power which gives the direct
or indirect holder of such Voting Securities the power to elect a majority of the board of directors (or other applicable governing
body) of such Person.


 


“Convert,”
“Converting,” “Conversion,” “Converted” and “Conversion”
each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.03(b).


 


“Credit
Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Advances
and such Lender’s participation in Letter of Credit Obligations at such time.


 




     -8-


     

    

“Credit
Extensions” means (a) an Advance made by any Lender, and (b) the issuance, increase or extension of any Letter of Credit
by the Issuing Lender.


 


“Current
Assets” means, for any period, the current assets of the Borrower and its consolidated Subsidiaries. For purposes of
this definition “Current Assets” shall include, as of the date of calculation, the unused amount of the aggregate
Commitments and shall exclude, as of the date of calculation, (a) the current portion of deferred tax assets, (b) any assets representing
a valuation account arising from the application of ASC 410, 718 and 815, and (c) any cash deposited with or at the request of
a counterparty to any Hedge Contract.


 


“Current
Liabilities” means, for any period, the current liabilities of the Borrower and its consolidated Subsidiaries. For purposes
of this definition “Current Liabilities” shall exclude, as of the date of calculation, (a) the current portion of
long-term Debt, (b) any liabilities representing a valuation account arising from the application of ASC 410, 718 and 815, and
(c) the current portion of deferred tax obligations.


 


“Current
Ratio” means, as of any date of determination, the ratio of (a) Current Assets to (b) Current Liabilities.


 


“Debtor
Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United
States or other applicable jurisdictions from time to time in effect.


 


“Default”
means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would become
an Event of Default.


 


“Default
Rate” means a per annum rate equal to (a) in the case of principal of any Advance, 2.00% plus the rate otherwise applicable
to such Advance as provided in Sections 2.09(a) or (b), (b) in the case of any other Obligation other than Letter of Credit fees,
2.00% plus the non-default rate applicable to Reference Rate Advances as provided in Section 2.09(a), and (c) when used with respect
to Letter of Credit fees, a rate equal to the Applicable Margin for Eurodollar Rate Advances plus 2.00% per annum.


 


“Defaulting
Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund its Pro Rata Share of any Advance
or participation in Letters of Credit required to be funded by it hereunder within two Business Days of the date required to be
funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the
result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions
precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent, the Issuing Lender or any other Lender any other amount required to be paid by it hereunder
(including in respect of its participation in Letters of Credit) within three Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent, or the Issuing Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund an Advance hereunder and states that such position is based on such Lender’s good faith determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written
request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it
will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender
pursuant to this clause (c) upon receipt of such written


 




     -9-


     

    

confirmation
by the Administrative Agent and the Borrower in form and substance reasonably satisfactory to the Administrative Agent and the
Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, or assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject
of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as
such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) upon delivery of
written notice of such determination to the Borrower, the Issuing Lender and each Lender.


 


“Deposit
Account” shall have the meaning given to the term in the Uniform Commercial Code (or any successor statute), as adopted
and in force in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement
of any Lien in any of the Collateral, the Uniform Commercial Code (or any successor statute) of such other state.


 


“Disclosure
Statement” means that certain Disclosure Statement for Debtors’ Joint Prepackaged Plan of Reorganization under
Chapter 11 of the Bankruptcy Code, dated December 23, 2016 [D.I. 21], as supplemented by that certain Supplement to Disclosure
Statement for Debtors’ Joint Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated January 26,
2017 [D.I. 192-1], as may be amended, restated, modified or further supplemented from time to time with the consent of the Administrative
Agent and the Majority Lenders.


 


“Disposition,”
“Dispose” or “Disposed” means any sale, lease, transfer, assignment, farm-out, conveyance,
release, abandonment, or other disposition of any Property (including any working interest, overriding royalty interest, production
payments, net profits interest, royalty interest, or mineral fee interest), including any Casualty Event.


 


“Disqualified
Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest
into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a)  mature
or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise
(except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a
change of control or asset sale event shall be subject to the prior repayment in full of the Advances and all other Obligations
that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof
(other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights
of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment
in full of the Advances and all other Obligations that are accrued and payable and the termination of the Commitments), in whole
or in part, (c) provide for the scheduled payment of dividends in cash or other Property or (d) are or become convertible
into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each
case, prior to the date that is 180 days after the Maturity Date; provided that if such Equity Interests is issued pursuant
to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall
not


 




     -10-


     

    

constitute
Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order
to satisfy applicable statutory or regulatory obligations.


 


“Dollars”
and “$” means lawful money of the United States of America.


 


“EBITDAX”
means, for any period, without duplication, the amount equal to:


 


(a) Consolidated
Net Income for such period plus


 


(b) the
sum of the following, to the extent deducted in determining Consolidated Net Income for such period, (i) Interest Expense, (ii)
income and franchise Taxes, (iii) depreciation, amortization, depletion, exploration expenses, and other non-cash charges and
non-cash losses for such period, including any provision for the reduction in the carrying value of assets recorded in accordance
with GAAP and non-cash charges resulting from the requirements of ASC 410, 718 and 815 (except, in any event, to the extent that
such non-cash charges are reserved for cash charges to be taken in the future), and including losses from Dispositions (other
than Dispositions of Hydrocarbons in the ordinary course of business), (iv) unusual and non-recurring losses reasonably acceptable
to the Administrative Agent, and (v) professional fees, costs and other expenses incurred in the fiscal quarter ending June 30,
2017 in connection with the Chapter 11 Cases and the emergence therefrom, including severance payments, retention bonuses and
expenses associated with fresh start accounting; minus


 


(c)       
all non-cash gains and non-cash items which were included in determining such Consolidated Net Income (including non-cash income
resulting from the requirements of ASC 410, 718 and 815); minus


 


(d)       unusual
and non-recurring gains which were included in determining such Consolidated Net Income; minus


 


(e)       any
payments in connection with minimum volume commitments received in such period in connection with volumes which were not delivered
which were included in determining such Consolidated Net Income;


 


provided
that, such EBITDAX shall be subject to pro forma adjustments for (i) any Acquisition or series of related Acquisitions for
consideration in excess of 5% of the then effective Borrowing Base and (ii) any non-ordinary course Disposition or series of related
Dispositions that yields gross proceeds to the Borrower in excess of 5% of the then effective Borrowing Base assuming that such
transactions had occurred on the first day of the applicable calculation period for the ratios set forth in Section 6.17(a) and
(b), which adjustments shall be made in a manner reasonably acceptable to the Administrative Agent and with supporting documentation
reasonably acceptable to the Administrative Agent.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent;


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 




     -11-


     

    

“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 9.07(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 9.07(b)(iii)).


 


“Employee
Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA that is (currently or
hereafter), or within the prior six (6) years was, maintained or contributed to by any Loan Party or any current or former ERISA
Affiliate.


 


“Engineering
Report” means either an Independent Engineering Report or an Internal Engineering Report.


 


“Engineering
Report Volumes” means, as of any date of determination, the anticipated volume of production of oil, gas or natural
gas reserves, as applicable, from the Oil and Gas Properties of the Loan Parties as reflected in the Engineering Report most recently
delivered pursuant to Section 2.02(b) prior to such date of determination.


 


“Environment”
or “Environmental” means ambient air, indoor air, surface water and groundwater (including potable water, navigable
water and wetlands), the land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental
Law.


 


“Environmental
Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, orders, claims,
liens, notices of noncompliance or violation, investigations or proceedings arising as a result of any actual or alleged violation
of or liability under any Environmental Law or Environmental Permit, including, without limitation, any and all claims by Governmental
Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification,
cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened
Release of Hazardous Materials or alleged injury or threat of injury to public health, safety or the Environment.


 


“Environmental
Law” means any Legal Requirement relating to (a) the protection of human health and safety from environmental hazards
or exposure to hazardous or toxic materials, (b) the protection, conservation, management or use of the Environment, natural resources
and wildlife, (c) the protection or use of surface water and groundwater, (d) the management, manufacture, processing, possession,
distribution, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement,
removal, remediation or handling of, or exposure to, any hazardous or toxic material, or (e) the prevention of pollution and includes,
without limitation, the following federal statutes and the regulations promulgated thereunder: CERCLA, the Clean Air Act, 42 U.S.C.
§ 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. § 6901 et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et
seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. §
300f et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Hazardous Materials Transportation
Act, 49 U.S.C. § 5101 et seq., the Endangered Species Act, 16 U.S.C. § 1531 et seq. and any equivalent
state or local laws and regulations, as each of the foregoing has been amended.


 


“Environmental
Permit” means any permit, license, order, approval, registration or other authorization required by or from a Governmental
Authority under Environmental Law.


 




     -12-


     

    

“Equity
Interest” means with respect to any Person, any shares, interests, participation, or other equivalents (however designated)
of corporate stock, membership interests or partnership interests (or any other ownership interests) of such Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) who together with any Loan Party or any of its
Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)
of ERISA.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.


 


“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board (or any successor),
as in effect from time to time.


 


“Eurodollar
Base Rate” means (a) in determining Eurodollar Rate for purposes of determining the Eurodollar Rate for the Adjusted
Reference Rate, the rate per annum for Dollar deposits quoted by the Administrative Agent for the purpose of calculating effective
rates of interest for loans making reference to the “Daily Three-Month LIBOR” or the “LIBOR Market Index Rate”
or other words of similar import, as the inter-bank offered rate in effect from time to time for delivery of funds for three (3)
months in amounts approximately equal to the principal amount of the applicable Advances; provided that, the Administrative Agent
may base its quotation of the inter-bank offered rate upon such offers or other market indicators of the inter-bank market as
the Administrative Agent in its reasonable discretion deems appropriate including the rate determined under the following clause
(b), and (b) in determining Eurodollar Rate for all other purposes, the rate per annum (rounded upward to the nearest whole multiple
of 1/100th of 1.00%) equal to the interest rate per annum set forth on the Reuters Screen LIBOR1 page (or any replacement
page) as the London Interbank Offered Rate, for deposits in Dollars at 11:00 a.m. (London, England time) two Business
Days before the first day of the applicable Interest Period, as the rate for Dollar deposits with a maturity comparable to such
Interest Period; provided that, if such quotation is not available for any reason, then for purposes of this clause (b),
Eurodollar Base Rate shall then be the rate determined by the Administrative Agent to be the rate at which deposits in Dollars
for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Advances
being made, continued or Converted by the Lenders and with a term equivalent to such Interest Period would be offered by the Administrative
Agent’s London branch (or other branch or Affiliate of the Administrative Agent, or in the event that the Administrative
Agent does not have a London branch, the London branch of a Lender chosen by the Administrative Agent) to major banks in the London
or other offshore inter-bank market for Dollars at their request at approximately 11:00 a.m. (London time) two Business Days prior
to the commencement of such Interest Period; provided further that, if the rate determined under the preceding clause (a) or clause
(b) is less than zero, then “Eurodollar Base Rate” shall be deemed to be zero for such determination.


 


“Eurodollar
Rate” means a rate per annum determined by the Administrative Agent (which determination shall be conclusive in the
absence of manifest error) pursuant to the following formula:


 


	Eurodollar Rate  =	Eurodollar
    Base Rate

    1.00 – Eurodollar Rate Reserve Percentage


 


“Eurodollar
Rate Advance” means an Advance which bears interest as provided in Section 2.09(b).


 




     -13-


     

    

“Eurodollar
Rate Reserve Percentage” means, as of any day, the reserve percentage (expressed as a decimal, carried out to five decimal
places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. The Eurodollar Rate for
each outstanding Advance shall be adjusted automatically as of the effective date of any change in the Eurodollar Rate Reserve
Percentage.


 


“Event
of Default” has the meaning specified in Section 7.01.


 


“Excluded
Funds” means cash and cash equivalents held in any of the following accounts: (a) accounts designated solely for payroll
or employee benefits, (b) trust accounts held exclusively for the payment of taxes of the Borrower or any Guarantor and (c) suspense
or trust accounts held exclusively for royalty and working interest payments owing to third parties.


 


“Excluded
Perfection Collateral” shall mean collectively (a) cash and cash equivalents constituting Excluded Funds (other than
the Cash Collateral Accounts and the funds and investments therein), (b) any commercial tort claim where the amount of damages
expected to be claimed is less than $250,000 and, when combined with all other commercial tort claims excluded hereunder, is less
than $1,000,000 in the aggregate, (c) any letter of credit right to the extent a security interest therein cannot be perfected
by the filing of a financing statement under the UCC and the amount thereof is less than $250,000 and, when combined with all
other letter of credit rights excluded hereunder, is less than $1,000,000 in the aggregate, and (d) Certificated Equipment.


 


“Excluded
Properties” means the “Excluded Collateral”, as defined in the Security Agreement, which includes (a) Excluded
Trademark Collateral, as defined therein, (b) Excluded Contracts, as defined therein, and (c) Excluded PMSI Collateral, as defined
therein.


 


“Excluded
Swap Obligations” means, with respect to any Guarantor, any Swap Obligations if, and to the extent that, all or a portion
of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation
(or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act by virtue of such Loan Party’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time
the guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap (as defined by the Commodity Exchange Act),
such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps (as defined by the Commodity
Exchange Act) for which such guarantee or Lien is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Recipient with respect to an applicable interest in an Advance or Commitment
pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Advance or Commitment (other
than pursuant to an assignment request by the Borrower under Section 2.15 or reallocation pursuant to Section 2.16) or (ii) such
Recipient changes its lending office, except in each case to the extent that, pursuant to Section 2.14, additional amounts
with respect to such Taxes were payable either to such Recipient’s


 




     -14-


     

    

assignor
immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office,
(c) Taxes attributable to such Recipient’s failure to comply with Section 2.14(g) and (d) any U.S. federal withholding Taxes
imposed under FATCA.


 


“Existing
2021 Indenture” means the Indenture dated April 9, 2013, between the Borrower and Delaware Trust Company, as successor
trustee, as modified, renewed, or supplemented from time to time prior to the date hereof.


 


“Existing
2023 Indenture” means the Indenture dated July 18, 2014, between the Borrower and Delaware Trust Company, as successor
trustee, as supplemented by the First Supplemental Indenture dated as of July 18, 2014, and as may be further modified, renewed,
or supplemented from time to time prior to the date hereof.


 


“Existing
Agent” has the meaning set forth in the recitals hereof.


 


“Existing
Credit Agreement” has the meaning set forth in the recitals hereof.


 


“Existing
Indentures” means the Existing 2021 Indenture and the Existing 2023 Indenture.


 


“Existing
Issuing Lender” has the meaning set forth in the recitals hereof.


 


“Existing
Lenders” has the meaning set forth in the recitals hereof.


 


“Existing
Mortgages” means those certain mortgages or deeds of trust delivered by the Loan Parties to the Existing Agent (or to
BNP Paribas, as the predecessor to the Existing Agent) pursuant to the Existing Credit Agreement.


 


“Existing
Notes” means (a) the 5.75% Senior Notes due 2023, issued by the Borrower under the Existing 2023 Indenture and (b) the
6.75% Senior Notes due 2021, issued by the Borrower under the Existing 2021 Indenture.


 


“Existing
Security Documents” has the meaning set forth in the recitals hereof.


 


“Expiration
Date” means, with respect to any Letter of Credit, the date on which such Letter of Credit will expire or terminate
in accordance with its terms.


 


“Extraordinary
Cash Proceeds” means, with respect to any settlement or litigation proceeding, the proceeds of such settlement or litigation
proceeding after payment of all out of pocket fees and expenses actually incurred in connection with such settlement or proceeding.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or
official administrative practices adopted pursuant to any intergovernmental agreement entered into in connection with Sections
1471 through 1474 of the Code.


 


“FCPA”
means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 




     -15-


     

    

“Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted median of the rates on overnight federal funds
transactions with members of the Federal Reserve System reported by depository institutions on such day for individual transactions,
as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent (in its individual
capacity) on such day on such transactions as determined by the Administrative Agent, and (c) in any event, the Federal Funds
Rate shall not be less than zero.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.


 


“Fee
Letter” means that certain Fee Letter dated as of April 28, 2017 between the Borrower and the Administrative Agent.


 


“FERC”
has the meaning set forth in Section 4.23(e) hereof.


 


“Final
Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with
respect to the relevant subject matter that has not been reversed, stayed, modified or amended, and as to which the time to appeal
or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that
has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the
order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument or rehearing shall have
been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice.


 


“Firm
Transportation Contracts” has the meaning set forth in Section 3.01(s) hereof.


 


“Fixture
Operating Equipment” means any of the items described in the first sentence of the definition of “Operating Equipment,”
which, as a result of being incorporated into realty or structures or improvements located therein or thereon, with the intent
that they remain there permanently, constitute fixtures under the laws of the state in which such equipment is located.


 


“Flood
Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto,
(c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified
from time to time, and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.


 


“Foreign
Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not
a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, with respect to any Issuing Lender, such Defaulting Lender’s
Pro Rata Share of the outstanding Letter of Credit Exposure other than Letter of Credit Exposure as to which such Defaulting Lender’s
participation obligation has been funded by it, reallocated to other Lenders or Cash Collateralized in accordance with the terms
hereof.


 




     -16-


     

    

“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with
the requirements of Section 1.03.


 


“Gathering
Properties” means gathering systems and pipelines.


 


“Governmental
Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations
and filings with or issued by, any Governmental Authorities.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank).


 


“Governmental
Unit” has the meaning set forth in Section 101(27) of the Bankruptcy Code.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to
purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor
so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming in any other
manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (whether in whole or in part).


 


“Guarantor”
means each direct and indirect Subsidiary of the Borrower that has executed a Guaranty as required by Section 6.16.


 


“Guaranty”
means an Amended and Restated Guaranty Agreement in substantially the form of the attached Exhibit C and executed
by a Guarantor.


 


“Hazardous
Materials” means any substances or materials (a) defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive,
corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the Environment
and are regulated by any Environmental Law, (c) the presence of which require investigation or remediation under any Environmental
Law, (d) the Release of which requires an Environmental Permit, or (e) which contain, without limitation, asbestos, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, natural
gas or synthetic gas.


 


“Hedge
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
puts, commodity swaps, commodity options, forward commodity


 




     -17-


     

    

contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or
any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement; provided that, a “Hedge Contract” shall
not include any “Master Agreement” or other agreement that provides solely for the sale by any Loan Party of physical
Hydrocarbons in exchange for cash in the ordinary course of its business.


 


“Hedge
Event” means any novation, assignment, unwinding (including the addition of an offsetting Hedge Contract), termination,
expiration or amendment of a BB Hedge.


 


“Hedge
Termination Value” means, in respect of any one or more Hedge Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Hedge Contracts, (a) for any date on or after the date such Hedge
Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for
any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge
Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer
in such Hedge Contracts (which may include a Lender or any Affiliate of a Lender).


 


“Hydrocarbon
Hedge Agreement” means a Hedge Contract which is intended to reduce or eliminate the risk of fluctuations in the price
of Hydrocarbons.


 


“Hydrocarbons”
means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and all other liquid and
gaseous hydrocarbons produced or to be produced in conjunction therewith from a well bore and all products, by-products, and other
substances derived therefrom or the processing thereof, and all other minerals and substances produced in conjunction with such
substances, including, but not limited to, sulfur, geothermal steam, water, carbon dioxide, helium, and any and all minerals,
ores, or substances of value and the products and proceeds therefrom.


 


“Indebtedness”
means, with respect to any Person at any date and without duplication, the sum of the following:


 


(a)               
all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by
bonds, debentures, notes or other similar instruments of any such Person;


 


(b)              
all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation,
all obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of
business not more than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person;


 


(c)               
the Attributable Indebtedness of such Person and all outstanding payment obligations with respect to such Person’s
Capital Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP);


 




     -18-


     

    

(d)              
all obligations of such Person under conditional sale or other title retention agreements relating to property purchased
by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements
with suppliers entered into in the ordinary course of business);


 


(e)               
all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary
course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse (limited
to the lower of (i) the fair market value of such asset and (ii) the amount of such indebtedness of obligations secured);


 


(f)               
all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether
or not drawn, including, without limitation, any Letter of Credit Obligation, and banker’s acceptances issued for the account
of any such Person;


 


(g)               
all obligations of any such Person in respect of Disqualified Equity Interests;


 


(h)              
all obligations of such Person under any Hedge Contract; 


 


(i)                
all Guarantees of any such Person with respect to any of the foregoing; 


 


(j)                
the outstanding attributed principal amount under any asset securitization program; and


 


(k)              
obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of
one or more advance payments, other than gas balancing arrangements in the ordinary course of business, including obligations
of such Person owing in connection with any Advance Payment Contract.


 


For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a
joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The Indebtedness of any Person shall include
all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is not included as a liability of such Person under GAAP.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 9.02(a) hereof.


 


“Independent
Engineer” means (a) Netherland, Sewell & Associates, Inc. or (b) any other independent petroleum engineering firm
selected by the Borrower and reasonably acceptable to the Majority Lenders.


 


“Independent
Engineering Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders, prepared by an Independent Engineer, addressed to the Administrative Agent and the Lenders with respect to the
Oil and Gas Properties owned by any Loan Party (or to be acquired by any Loan Party, as applicable) which are or are to be included
in the Borrowing Base, which report shall (a) specify the location, quantity, and type of the estimated Proven Reserves attributable
to such Oil and Gas Properties, (b) contain a projection of the rate of production of


 




     -19-


     

    

such
Oil and Gas Properties, (c) contain an estimate of the net operating revenues to be derived from the production and sale of Hydrocarbons
from such Proven Reserves based on product price and cost escalation assumptions reasonably specified by the Administrative Agent
and the Lenders, (d) contain an attendant reserve database capable of producing a match of the reserves (it being understood that,
for purposes of the Initial Engineering Report only, the one-line report shall satisfy this requirement), and (e) contain such
other information as is customarily obtained from and provided in such reports or is otherwise reasonably requested by the Administrative
Agent.


 


“Initial
Engineering Report” means an Independent Engineering Report dated effective as of January 1, 2017.


 


“Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted EBITDAX to (b) Adjusted Interest Expense.


 


“Interest
Expense” means, for the Borrower and its consolidated Subsidiaries for any period, total interest expense incurred,
whether expensed or capitalized, in connection with any Indebtedness for such period, whether paid or accrued, including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, imputed interest
under Capital Leases and Synthetic Leases, and net costs under Interest Hedge Agreements, all as determined in conformity with
GAAP.


 


“Interest
Hedge Agreement” means a Hedge Contract between the Borrower and one or more financial institutions providing for the
exchange of nominal interest obligations between the Borrower and such financial institution or the cap of the interest rate on
any Indebtedness of the Borrower.


 


“Interest
Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the
date of such Eurodollar Rate Advance or the date of the Conversion of any Reference Rate Advance into a Eurodollar Rate Advance
and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.03 and,
thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last
day of the period selected by the Borrower pursuant to the provisions below and Section 2.03. The duration of each such Interest
Period shall be one, two, three or six months, in each case as the Borrower may, upon notice received by the Administrative Agent
not later than 12:00 noon. (Cleveland, Ohio time) on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that:


 


(a)               
the Borrower may not select any Interest Period which ends after the Commitment Termination Date;


 


(b)              
Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration;


 


(c)               
whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would
cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and


 


(d)              
any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest 


 




     -20-


     

    

Period)
shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding
day in such calendar month.


 


“Internal
Engineering Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders, prepared by the Borrower and certified by a Responsible Officer of the Borrower, addressed to the Administrative
Agent and the Lenders with respect to the Oil and Gas Properties owned by any Loan Party (or to be acquired by any Loan Party,
as applicable) which are or are to be included in the Borrowing Base, which report shall (a) specify the location, quantity,
and type of the estimated Proven Reserves attributable to such Oil and Gas Properties, (b) contain a projection of the rate of
production of such Oil and Gas Properties, (c) contain an estimate of the net operating revenues to be derived from the production
and sale of Hydrocarbons from such Proven Reserves based on product price and cost escalation assumptions reasonably specified
by the Administrative Agent and the Lenders, (d) contain an attendant reserve database capable of producing a match of the reserves,
and (e) contain such other information as is customarily obtained from and provided in such reports or is otherwise reasonably
requested by the Administrative Agent.


 


“Investment”
means, as to any Person, any direct or indirect purchase, acquisition or investment by such Person, whether by means of (a) the
purchase or other acquisition of Equity Interests or other securities of another Person, (b) a loan, advance or capital contribution
to, guarantee (by guaranty or other arrangement) or assumption of Indebtedness of, or purchase or other acquisition of any other
Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such
other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of substantially all or
a portion of the business or assets of another Person. For purposes of covenant compliance, the amount of any Investment shall
be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but
giving effect to any cash repayments of loans or cash return of Investments.


 


“Issuing
Lender” means KeyBank, and any successor issuing lender pursuant to Section 8.06.


 


“KeyBank”
means KeyBank National Association, a national banking association.


 


“LC
Payment Date” has the meaning set forth in Section 2.07(c)(i) hereof.


 


“Lease
Operating Statement” means a statement, in form and substance reasonably satisfactory to the Administrative Agent, prepared
by the Borrower with respect to the Oil and Gas Properties owned by any Loan Party (or to be acquired by any Loan Party, as applicable),
which statement shall contain production, revenue, and expense data for the time period covered by such statement and such other
information reasonably requested by the Administrative Agent.


 


“Leases”
means all oil and gas leases, oil, gas and mineral leases, oil, gas and casinghead gas leases or any other instruments, agreements,
or conveyances under and pursuant to which the owner thereof has or obtains the right to enter upon lands and explore for, drill,
and develop such lands for the production of Hydrocarbons.


 


“Legal
Requirement” means, as to any Person, any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation
(or official interpretation of any of the foregoing) of, and the terms of any license or Permit issued by, any Governmental Authority,
including, but not limited to, Regulations T, U, and X, which is applicable to such Person.


 


“Lender
Hedge Obligations” means all obligations of any Loan Party owing to any Lender Swap Counterparty under any Hedge Contract;
provided that, (a) when any Lender Swap Counterparty assigns


 




     -21-


     

    

or
otherwise transfers any interest held by it under any Hedge Contract to any other Person pursuant to the terms of such agreement,
the obligations thereunder shall constitute Lender Hedge Obligations (and therefore Secured Obligations) only if such assignee
or transferee is also then a Lender or an Affiliate of a Lender and (ii) if a Lender Swap Counterparty ceases to be a Lender hereunder
or an Affiliate of a Lender hereunder, obligations owing to such Lender Swap Counterparty shall be included as Lender Hedge Obligations
only to the extent such obligations arise from such transactions entered into prior to the date such Lender Swap Counterparty
ceased to be a Lender or an Affiliate of a Lender (without giving effect to any extension, increases or modifications (including
blending) thereof which are made after such Lender Swap Counterparty ceases to be a Lender or an Affiliate of a Lender).


 


“Lender
Parties” means Lenders, the Issuing Lender, and the Administrative Agent.


 


“Lender
Swap Counterparty” means (a) any Person that is a Lender or Affiliate of a Lender on the date hereof and that is a counterparty
to any Hedge Contract with any Loan Party listed on Schedule 4.20 and (b) any counterparty to any other Hedge Contract
with any Loan Party; provided that such counterparty is a Lender or an Affiliate of a Lender at the time such Hedge Contract is
entered into. For the avoidance of doubt, “Lender Swap Counterparty” shall not include any participant of a Lender
pursuant to Section 9.07(d) other than to the extent such participant is otherwise a Lender or an Affiliate of a Lender.


 


“Lender”
means a party hereto that (a) is a lender listed on the signature pages of this Agreement on the date hereof or (b) is an Eligible
Assignee that became a lender under this Agreement pursuant to Section 2.15 or 9.07.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.


 


“Letter
of Credit” means, individually, any standby letter of credit issued by the Issuing Lender for the account of the Borrower
or any other Loan Party in connection with the Commitments and that is subject to this Agreement.


 


“Letter
of Credit Application” means the Issuing Lender’s standard form letter of credit application for standby letters
of credit that has been executed by the Borrower and accepted by the Issuing Lender in connection with the issuance of a Letter
of Credit.


 


“Letter
of Credit Documents” means all Letters of Credit, Letter of Credit Applications, and agreements, documents, and instruments
entered into in connection with or relating thereto.


 


“Letter
of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn maximum face amount of each Letter
of Credit at such time plus (b) the aggregate unpaid amount of all Reimbursement Obligations at such time.


 


“Letter
of Credit Obligations” means any obligations of the Borrower under this Agreement in connection with the Letters of
Credit, including the Reimbursement Obligations.


 


“Leverage
Ratio” means, as of any date of determination, the ratio of (a) the Borrower’s consolidated Indebtedness (other
than (i) Indebtedness under surety bonds, performance bonds, and other similar bonds and (ii) Indebtedness under Hedge Contracts)
on such date to (b) Adjusted EBITDAX.


 




     -22-


     

    

“Lien”
means any mortgage, lien, pledge, assignment, charge, deed of trust, security interest, hypothecation, preference, deposit arrangement
or encumbrance (or other type of arrangement having the practical effect of the foregoing) to secure or provide for the payment
of any obligation of any Person, whether arising by contract, operation of law, or otherwise (including, without limitation, the
interest of a vendor or lessor under any conditional sale agreement, Synthetic Lease, Capital Lease, or other title retention
agreement).


 


“Liquid
Investments” means:


 


(a)               
direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States maturing within 180 days from the date of any acquisition thereof;


 


(b)              
negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within
180 days from the date of acquisition thereof (“bank debt securities”), issued by (A) any Lender (or any Affiliate
of any Lender) or (B) any other bank or trust company which has combined capital and surplus of not less than $500,000,000
and (ii) commercial paper issued by (A) any Lender (or any Affiliate of any Lender) or (B) any other Person if at the time
of purchase such commercial paper is rated not less than “A-1” (or the then equivalent) by the rating service of Standard
& Poor’s Ratings Group or not less than “P-1” (or the then equivalent) by the rating service of Moody’s
Investors Service, Inc., or upon the discontinuance of both of such services, such other nationally recognized rating service
or services, as the case may be, as shall be selected by the Borrower with the consent of the Majority Lenders;


 


(c)               
deposits in money market funds investing exclusively in investments described in clauses (a) and (b) above; and


 


(d)              
repurchase agreements relating to investments described in clauses (a) and (b) above with a market value at least equal
to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase
agreements and has a combined capital surplus and undivided profit of not less than $500,000,000, if at the time of entering into
such agreement the debt securities of such Person are rated not less than “AA” (or the then equivalent) by the rating
service of Standard & Poor’s Ratings Group or of Moody’s Investors Service, Inc.


 


“Loan
Documents” means this Agreement, the Notes, the Letter of Credit Documents, the Guaranty, the Security Instruments,
the Fee Letter, and each other agreement, instrument, or document executed by the Borrower, any Guarantor, or any of their officers
at any time in connection with this Agreement. For the avoidance of doubt, “Loan Documents” does not include Hedge
Contracts.


 


“Loan
Party” means the Borrower and each Guarantor.


 


“Majority
Lenders” means Lenders holding more than 50% of the aggregate Credit Exposure; provided that, if no Advances
or Letter of Credit Obligations are then outstanding, “Majority Lenders” shall mean Lenders having more than 50% of
the aggregate Maximum Credit Amounts at such time; provided further that the Maximum Credit Amounts of, and the portion
of the Advances and Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Majority Lenders unless all of the Lenders are Defaulting Lenders.


 


“Material
Adverse Change” means any material adverse change in, or material adverse effect on, (a) the business, property, operations,
or condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole, (b) the ability of the Borrower and
Guarantors, taken as a whole, to perform


 




     -23-


     

    

any
of their obligations under this Agreement and the other Loan Document to which any of them is a party, (c) the validity or enforceability
of any of this Agreement and the other Loan Documents or (d) the rights or remedies of or benefits available to the Administrative
Agent, any other agent, the Issuing Lender or the Lenders under this Agreement and the other Loan Documents.


 


“Material
Adverse Effect” means any event, which individually, or together with all other events, has had or would reasonably
be expected to have a material and adverse effect on the business, assets, liabilities, finances, properties, results of operations
or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, except to the extent such event
results from, arises out of, or is attributable to, the following (either alone or in combination): (i) any change after the date
hereof in global, national or regional political conditions (including hostilities, acts of war, sabotage, terrorism or military
actions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism or military actions
existing or underway) or in the general business, market, financial or economic conditions affecting the industries, regions and
markets in which the Borrower and its Subsidiaries operate, including any change in the United States or foreign economies or
securities, commodities or financial markets, or force majeure events or “acts of God”; (ii) any changes after the
date hereof in applicable Legal Requirements or GAAP, or in the interpretation or enforcement thereof; (iii) the execution, announcement
or performance of the BCA or the transactions contemplated hereby or thereby (including any act or omission of the Borrower or
its Subsidiaries expressly required or prohibited, as applicable, by the BCA); (iv) changes in the market price or trading volume
of the claims or equity or debt securities of the Borrower or any of its Subsidiaries (but not the underlying facts giving rise
to such changes unless such facts are otherwise excluded pursuant to the clauses contained in this definition); (v) the departure
of officers or directors of the Borrower or any of its Subsidiaries (but not the underlying facts giving rise to such departure
unless such facts are otherwise excluded pursuant to the clauses contained in this definition); (vi) the filing or pendency of
the Chapter 11 Cases or actions taken in connection with the Chapter 11 Cases that are directed by the Bankruptcy Court and made
in compliance with the Bankruptcy Code; (vii) declarations of national emergencies or natural disasters; or (viii) any matters
expressly disclosed in the Disclosure Statement or the disclosure schedules delivered by the Borrower to the Administrative Agent
on April 28, 2017; provided, that the exceptions set forth in clauses (i) and (ii) shall not apply to the extent that such event
is disproportionately adverse to the Borrower and its Subsidiaries, taken as a whole, as compared to other companies in the industries
in which the Borrower and its Subsidiaries operate.


 


“Maturity
Date” means March 31, 2021.


 


“Maximum
Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Schedule II
under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection
with a reduction or termination of the aggregate Maximum Credit Amounts pursuant to Section 2.04 or (b) modified from time to
time pursuant to any assignment permitted by Section 9.07. The aggregate amount of the Maximum Credit Amount on the date hereof
is $191,666,666.66.


 


“Maximum
Rate” means the maximum nonusurious interest rate under applicable law (determined under such laws after giving effect
to any items which are required by such laws to be construed as interest in making such determination, including without limitation
if required by such laws, certain fees and other costs).


 


“Mid-Con
Assets” means collectively, Properties in Dorcheat Macedonia (AR) and the McKamie Patton (AR) fields.


 




     -24-


     

    

“Minimum
Collateral Amount” means, at any time, (i) with respect to cash collateral consisting of cash or deposit account balances,
an amount equal to 104% of the Letter of Credit Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding
at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Lender in their sole discretion
exercised in good faith.


 


“Mortgage”
means each of the mortgages, deeds of trust, amended and restated mortgages or amended and restated deeds of trust executed by
any one or more Loan Party in substantially the form of the attached Exhibit D-1 or Exhibit D-2, as applicable,
or such other form as may be reasonably requested by the Administrative Agent, together with any assumptions or assignments of
the obligations thereunder by any Loan Party.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.


 


“Net
Cash Proceeds” means, with respect to any Disposition, all cash and Liquid Investments received (directly or indirectly)
by any Loan Party from such Disposition after payment of all reasonable out of pocket fees and expenses actually incurred by such
Loan Party directly in connection with such Disposition minus (a) taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements), minus (b) if applicable, the principal amount
of Indebtedness that is secured by such asset (if any) and that is required to be repaid in connection with the sale thereof (other
than the Advances) and minus (c) any amounts provided as a reserve, in accordance with GAAP, against any liabilities under any
indemnification obligations or purchase price adjustments associated with such Disposition.


 


“Non-Consenting
Lender” means any Lender that does not consent to a proposed agreement, amendment, waiver, consent or release with respect
to this Agreement or any other Loan Document that (i) requires the consent of each Lender, including any increases to the
Borrowing Base and (ii) has been approved by the Required Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-Structure
Mortgage” means each Mortgage that expressly excludes Buildings (as defined in the applicable Flood Insurance Regulation)
and Manufactured (Mobile) Homes (as defined in the applicable Flood Insurance Regulation) from the definition of “Collateral”,
“Mortgaged Property” or other comparable defined term as used therein such that and no Building or Manufactured (Mobile)
Home is encumbered by such Mortgage.


 


“Notes”
means a promissory note of the Borrower payable to any Lender in the amount of such Lender’s Commitment, in substantially
the form of the attached Exhibit E, evidencing indebtedness of the Borrower to such Lender resulting from Advances
owing to such Lender.


 


“Notice
of Borrowing” means a notice of borrowing substantially in the form of the attached Exhibit F signed by a Responsible
Officer of the Borrower.


 


“Notice
of Conversion or Continuation” means a notice of conversion or continuation substantially in the form of the attached
Exhibit G signed by a Responsible Officer of the Borrower.


 


“NYMEX
Pricing” shall mean, as of any date of determination with respect to any month (a) for crude oil, the closing settlement
price for the Light, Sweet Crude Oil futures contract for each month, and (b) for natural gas, the closing settlement price for
the Henry Hub Natural Gas futures contract for such


 




     -25-


     

    

month,
in each case as published by New York Mercantile Exchange (NYMEX) on its website currently located at www.nymex.com or any successor
thereto (as such pricing may be corrected or revised from time to time by the NYMEX in accordance with its rules and regulations).


 


“O&G
Definitions” means the definitions for oil and gas reserves promulgated by the Society of Petroleum Evaluation Engineers
(or any generally recognized successor) as in effect at the time in question.


 


“Obligations”
means all principal, interest (including post-petition interest), fees, reimbursements, indemnifications, and other amounts payable
by the Borrower or any Guarantor to the Administrative Agent, the Issuing Lender, or the Lenders under the Loan Documents, including
without limitation, the Letter of Credit Obligations and Reimbursement Obligations.


 


“OFAC”
means The Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Oil
and Gas Properties” means fee mineral interests, term mineral interests, Leases, subleases, farm-outs, royalties, overriding
royalties, net profit interests, carried interests, production payments and similar mineral interests, and all unsevered and unextracted
Hydrocarbons in, under, or attributable to such oil and gas Properties and interests.


 


“Operating
Equipment” means all surface or subsurface machinery, equipment, facilities, supplies or other Property of whatsoever
kind or nature now or hereafter located on any of the Property affected by the Oil and Gas Properties which are useful for the
production, treatment, storage or transportation of Hydrocarbons, including all oil wells, gas wells, water wells, injection wells,
casing, tubing, rods, pumping units and engines, christmas trees, derricks, separators, gun barrels, flow lines, pipelines, tanks,
gas systems (for gathering, treating and compression), water systems (for treating, disposal and injection), supplies, derricks,
wells, power plants, poles, cables, wires, meters, processing plants, compressors, dehydration units, lines, transformers, starters
and controllers, machine shops, tools, storage yards and equipment stored therein, buildings and camps, telegraph, telephone and
other communication systems, roads, loading racks, shipping facilities and all additions, substitutes and replacements for, and
accessories and attachments to, any of the foregoing. Operating Equipment shall not include any items incorporated into realty
or structures or improvements located therein or thereon in such a manner that they no longer remain personalty under the laws
of the state in which such equipment is located.


 


“Operating
Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal
or mixed) by such Person as lessee which is not a Capital Lease.


 


“Order”
means any judgment, order, award, injunction, writ, permit, license or decree of any Governmental Unit or arbitrator of applicable
jurisdiction.


 


“Original
Mortgaged Properties” means the Oil and Gas Properties of any Loan Party that were subject to an Existing Mortgage (other
than such Original Mortgaged Properties which were Disposed of as permitted under the Existing Credit Agreement).


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance,
Commitment or Loan Document).


 




     -26-


     

    

“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment required by the Borrower pursuant to Section
2.15).


 


“Participant”
has the meaning set forth in Section 9.07(d) hereof.


 


“Participant
Register” has the meaning set forth in Section 9.07(d) hereof.


 


“Patriot
Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.


 


“PDP
Reserves” means the Proven Reserves which are categorized as both “developed” and “producing”
under the O&G Definitions.


 


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title
IV of ERISA or Sections 412 and 430 of the Code or Section 302 of ERISA.


 


“Permit”
means any approval, certificate of occupancy, consent, waiver, exemption, variance, franchise, order, permit, authorization, right
or license of or from any Governmental Authority, including without limitation, an Environmental Permit.


 


“Permitted
Asset Swap” means the Disposition of Specified Properties made by a Loan Party in exchange for other Specified Properties
so long as each of the following conditions are met: (a) such exchange is made with a Person (the “transferee”) that
is not an Affiliate of any Loan Party or any Subsidiary, (b) the Specified Properties received shall also be pledged as Collateral
pursuant to Mortgages, (c) no Proven Reserves are attributable to the Specified Properties being Disposed of, and (d) the fair
market value of the Specified Properties being Disposed of are substantially equivalent to the fair market value of the Specified
Properties being acquired (in any case, as reasonably determined by the board of directors or the equivalent governing body of
the Borrower, or its designee, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible
Officer of the Borrower certifying to that effect).


 


“Permitted
Liens” means the Liens permitted under Section 6.01; provided that (a) Liens described in clauses (d) and (g) of
Section 6.01 shall remain “Permitted Liens” only for so long as no action to enforce such Lien has been commenced
or such Liens are being diligently contested in good faith by appropriate proceedings and adequate reserves have been made in
accordance with GAAP, and (b) no intention to subordinate the priority of the Lien granted in favor of the Administrative Agent
and the Secured Parties is to be hereby implied or expressed by the permitted existence of any Permitted Liens.


 


“Permitted
Subject Liens” means the Permitted Liens permitted under paragraphs (b) through (j) and (l) of Section 6.01.


 




     -27-


     

    

“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, limited liability corporation
or company, limited liability partnership, trust, unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof or any trustee, receiver, custodian or similar official.


 


“Plan
of Reorganization” means the Debtors’ Third Amended Joint Prepackaged Plan of Reorganization under Chapter 11
of the Bankruptcy Code, dated April 6, 2017 [D.I. 493-1], as amended, restated, supplemented or otherwise modified from time to
time with the consent of the Administrative Agent and the Majority Lenders (such consent not to be unreasonably withheld).


 


“Platform”
has the meaning set forth in Section 9.09(c)(i) hereof.


 


“Pricing
Grid” means the pricing information set forth in Schedule I.


 


“Pro
Rata Share” means, with respect to any Lender, the ratio (expressed as a percentage) of the Maximum Credit Amount of
such Lender to the aggregate Maximum Credit Amounts of all the Lenders (or if the aggregate Maximum Credit Amounts have been terminated,
the ratio (expressed as a percentage) of outstanding Advances owing to such Lender to the aggregate outstanding Advances owing
to all such Lenders).


 


“Property”
of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.


 


“Protected
Period” means the period between the Closing Date and the date that is the earlier of (a) the date of the first redetermination
to occur in connection with the Independent Engineering Report delivered on or before April 1, 2018, and (b) the date of any redetermination
that occurs because of an Asset Coverage Ratio test.


 


“Proven
Reserves” means, at any particular time, the estimated quantities of Hydrocarbons which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from known reservoirs attributable to Oil and Gas Properties
included or to be included in the Borrowing Base under then existing economic and operating conditions (i.e., prices and costs
as of the date the estimate is made) and which are “proved reserves” as defined in the O&G Definitions.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, (a) each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or (b) a Loan Party for which another Person who constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder can cause such Loan Party to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified
Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Quarterly
Reporting Package” has the meaning set forth in Section 5.06(b).


 


“Realty
Collateral” has the meaning set forth in the Mortgages.


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Lender, as applicable.


 




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“Reference
Rate” means a fluctuating interest rate per annum as shall be in effect from time to time equal to the rate of interest
publicly announced by KeyBank, as its reference rate, whether or not the Borrower has notice thereof.


 


“Reference
Rate Advance” means an Advance which bears interest as provided in Section 2.09(a).


 


“Register”
has the meaning set forth in Section 9.07(c) hereof.


 


“Regulations
T, U, and X” mean Regulations T, U, and X of the Federal Reserve Board, as the same is from time to time in effect,
and all official rulings and interpretations thereunder or thereof.


 


“Reimbursement
Obligations” means all of the obligations of the Borrower to reimburse the Issuing Lender for amounts paid by the Issuing
Lender under Letters of Credit as established by the Letter of Credit Applications and Section 2.07(c).


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Release”
or “Released” means any depositing, spilling, leaking, seepage, pumping, pouring, placing, emitting, discarding,
abandoning, emptying, discharging, dispersing, injecting, escaping, leaching, dumping, disposing, emanating, or migrating of any
Hazardous Material in, into, onto or through the Environment.


 


“Required
Lenders” means, Lenders holding at least 66 2/3% of the aggregate Credit Exposure; provided that, if no Advances
or Letter of Credit Obligations are then outstanding, “Required Lenders” shall mean Lenders having at least 66 2/3%
of the aggregate Maximum Credit Amounts at such time; provided further that, the Maximum Credit Amounts of, and the portion
of the Advances and Letter of Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders unless all of the Lenders are Defaulting Lenders.


 


“Resignation
Effective Date” has the meaning set forth in Section 8.06(a) hereof.


 


“Response”
shall have the meaning set forth in CERCLA or under any other Environmental Law.


 


“Responsible
Financial Officer” means any Responsible Person who is a Chief Financial Officer, Chief Accounting Officer, Treasurer
or any other individual designated as Principal Financial Officer.


 


“Responsible
Officer” means (a) with respect to any Person that is a corporation, such Person’s Chief Executive Officer, President,
Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer, Secretary or any other individual designated as
Principal Financial Officer, (b) with respect to any Person that is a limited liability company, a manager or the Responsible
Officer of such Person’s managing member or manager, and (c) with respect to any Person that is a general partnership or
a limited liability partnership, the Responsible Officer of such Person’s general partner or partners.


 


“Restricted
Payment” means, with respect to any Person, (a) any direct or indirect dividend or distribution (whether in cash, securities
or other Property) or any direct or indirect payment of any kind or character (whether in cash, securities or other Property)
on account of any Equity Interest of such Person, including in consideration for or otherwise in connection with any retirement,
purchase, redemption or other acquisition of any Equity Interest of such Person, or any options, warrants or rights to purchase
or


 




     -29-


     

    

acquire
any such Equity Interest of such Person or (b) principal or interest payments (in cash, Property or otherwise) on, or redemptions
of, subordinated debt of such Person; provided that the term “Restricted Payment” shall not include any dividend
or distribution payable solely in common Equity Interests of such Person or warrants, options or other rights to purchase such
common Equity Interests.


 


“Returns”
has the meaning set forth in Section 4.10(b).


 


“Sanctioned
Country” means at any time, a country or territory which is itself the subject or target of any Sanctions (currently,
Crimea, Cuba, Iran, North Korea, Sudan, and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by
OFAC or the U.S. Department of State, (b) any Person located, organized or resident in a Sanctioned Country or (c) any Person
owned 50% or more by any Person or Persons described in clause (a).


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC or the U.S.
Department of State.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Secured
Obligations” means (a) all Obligations, (b) Lender Hedge Obligations, and (c) the Banking Services Obligations. Notwithstanding
anything to the contrary contained herein, “Secured Obligations” shall not include the Excluded Swap Obligations.


 


“Secured
Parties” means the Administrative Agent, the Issuing Lender, the Lenders, the Lender Swap Counterparties, and the Banking
Service Providers.


 


“Security
Agreement” means the Amended and Restated Pledge and Security Agreement, in substantially the form of the attached Exhibit
H, executed by the Borrower or any of the Guarantors, and if applicable, the Administrative Agent.


 


“Security
Instruments” means, collectively, (a) the Mortgages, (b) the Transfer Letters, (c) the Security Agreement, (d)
the Account Control Agreements, (e) each other agreement, instrument or document executed at any time in connection with the documents
and agreements listed in (a) through (d) above, (f) each agreement, instrument or document executed in connection with the Cash
Collateral Account, and (g) each other agreement, instrument or document executed at any time in connection with securing
the Secured Obligations.


 


“Solvent”
means, with respect to any Person as of the date of any determination, that on such date (a) the fair value of the Property of
such Person on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of such
Person, on a consolidated basis, (b) the present fair saleable value of the assets of such Person, on a consolidated basis, is
not less than the amount that will be required to pay the probable liability of such Person, on a consolidated basis, on its debts
as they become absolute and matured, (c) such Person is able to pay its debts and other liabilities, contingent obligations, and
other commitments as they mature in the ordinary course of business, (d) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e)
such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such
Person’s Property would constitute unreasonably small capital. In computing the amount of contingent liabilities at any
time, such liabilities shall be computed at the amount which, in light of the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured liability.


 




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“Specified
Properties” means, collectively, the Oil and Gas Properties and the Gathering Properties.


 


“Strip
Price” shall mean, at any time, (a) for the remainder of the current calendar year, the average NYMEX Pricing for the
remaining contracts in the current calendar year, (b) for each of the succeeding seven complete calendar years, the average NYMEX
Pricing for the twelve months in each such calendar year, and (c) for each calendar year thereafter, the average NYMEX Pricing
for the twelve months in such seventh calendar year increased by 2% for each such year thereafter.


 


“Structure
Mortgage” shall mean each Mortgage other than a Non-Structure Mortgage.


 


“Subsidiary”
means, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would
be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any Person, a majority of whose outstanding Voting Securities
(other than directors’ qualifying shares) shall at any time be owned by such parent or one or more Subsidiaries of such
parent. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Swap
Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Synthetic
Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet
financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating
Lease in accordance with GAAP.


 


“Tax
Group” has the meaning set forth in Section 4.10(a).


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Termination
Event” means the occurrence of any of the following: (a) a “reportable event” described in Section 4043
of ERISA with respect to a Pension Plan for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b)
the failure with respect to any Pension Plan to make the “minimum required contribution” (as defined in Section 430
of the Code or Section 303 of ERISA), or (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Pension Plan, or (d) the withdrawal of any Loan Party
or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA,
or (e) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension
Plan amendment as a termination, under Section 4041 of ERISA, or (f) the institution of proceedings to terminate, or the appointment
of a trustee with respect to, any Pension Plan by the PBGC, or (g) the occurrence of any event or condition which is expected
to constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan, or (h) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA, or (i) the determination
that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the
meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA, or (j) the partial or complete withdrawal of any Loan
Party or any ERISA Affiliate from a Multiemployer Plan, or (k) the


 




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receipt
by any Loan Party or any of its ERISA Affiliates from a Multiemployer Plan of any notice concerning the imposition of withdrawal
liability or a determination that a Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of
Section 4245 of ERISA), or (l) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A
of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (m) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
any Loan Party or any ERISA Affiliate.


 


“Total
Present Value” means, as of any date of determination, the calculation of the present value (discounted at 9% per annum)
of the projected future net revenues attributable to the Total Present Value Production. Each calculation of such projected future
net revenues shall be made in accordance with the then existing standards of the Society of Petroleum Engineers, provided
that in any event (i) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation
and marketing costs required for the production and sale of such reserves (other than those payable to another Loan Party), (ii)
appropriate adjustments shall be made for Hedge Contracts permitted by this Agreement as in effect on the date of such determination,
(iii) the pricing assumptions used in determining Total Present Value for any particular reserves shall be based upon the Strip
Price in effect on the last day of the fiscal month immediately preceding the date of such determination, and (iv) the cash-flows
derived from the pricing assumptions set forth in clauses (ii) and (iii) above shall be further adjusted to account for the contracted
basis differential in a manner reasonably acceptable to the Administrative Agent; provided, however, that for purposes
of this calculation, no more than 30% of the Total Present Value shall be attributable to Oil and Gas Properties described in
the most recently delivered Engineering Report that are not categorized as PDP Reserves.


 


“Total
Present Value Production” means, at any time of determination, the projected production of Hydrocarbons (measured by
volume unit or BTU equivalent, not sales price) from properties and interests owned by any Loan Party, as such production is projected
in the most recent Engineering Report delivered pursuant to Section 5.06(e), after deducting projected production from any properties
or interests sold or under contract for sale (other than those sold or under contract for sale to another Loan Party) that had
been included in such report and after adding projected production from any properties or interests that had not been reflected
in such report but that are reflected in a separate or supplemental report which is reasonably satisfactory to the Administrative
Agent.


 


“Trade
Date” has the meaning set forth in Section 9.07(b)(i) hereof.


 


“Transfer
Letters” means, collectively, the letters in lieu of transfer orders in substantially the form of the attached Exhibit
I and executed by the Borrower or any Guarantor executing a Mortgage.


 


“Treasury
Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management
services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts,
returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services
and other cash management services.


 


“Trigger
Event” means (a) any Disposition of Oil and Gas Properties and (b) any Hedge Event.


 


“Trigger
Event Date” means (a) as to any Disposition of Oil and Gas Properties, the date such Disposition is consummated and
(b) as to any Hedge Event, the date such Hedge Event is effected.


 


“Type”
has the meaning set forth in Section 1.04.


 




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“UCC”
means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however,
in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security
interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of
the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S.
Tax Compliance Certificate” has the meaning set forth in Section 2.14(g)(ii)(B) hereof.


 


“Utilization
Level” means the applicable category (being Level I, Level II, Level III, Level IV or Level V) of pricing criteria contained
in Schedule I, which is at any time of its determination based on the percentage obtained by dividing (a) the outstanding
principal amount of the Advances and the Letter of Credit Exposure at such time by (b) the Commitments at such time.


 


“Voting
Securities” means (a) with respect to any corporation (including any unlimited liability company), capital stock of
such corporation having general voting power under ordinary circumstances to elect directors of such corporation (irrespective
of whether at the time stock of any other class or classes shall have or might have special voting power or rights by reason of
the happening of any contingency), (b) with respect to any partnership, any partnership interest or other ownership interest having
general voting power to elect the general partner or other management of the partnership or other Person, and (c) with respect
to any limited liability company, membership certificates or interests having general voting power under ordinary circumstances
to elect managers (or the individuals performing similar functions) of such limited liability company.


 


“Wells”
has the meaning set forth in Section 2.02(b)(iv) hereof.


 


“Withholding
Agent” means any Loan Party and the Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


Section
1.02         Computation
of Time Periods. In this Agreement, with respect to the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each means “to but excluding”.


 


Section
1.03         Accounting
Terms; Changes in GAAP. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted,
and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder
shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof) be prepared, in accordance with GAAP
applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Lenders hereunder.
All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided
herein) be made by application of GAAP applied on a basis consistent with those used in the preparation of the annual or quarterly
financial statements furnished to the Lenders pursuant to Section 5.06 hereof most recently delivered prior to or concurrently
with such calculations. If at any time any change in GAAP would 


 




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affect
the computation of any financial ratio or requirement set forth herein, and either the Borrower or the Majority Lenders shall
so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement
to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided
that, (i) until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such
change therein, and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations
of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) terms of an accounting or financial
nature used herein shall be construed, and computations of amounts and ratios referred to herein shall be made without giving
effect to any change to or modification of GAAP which would require the capitalization of leases (whether or not existing on the
Closing Date) that would be characterized as “operating leases” under GAAP as in effect on the Closing Date. In addition,
all calculations and defined accounting terms used herein shall, unless expressly provided otherwise, when referring to any Person,
refer to such Person on a consolidated basis and mean such Person and its consolidated subsidiaries.


 


Section
1.04         Types
of Advances. Advances are distinguished by “Type.” The “Type” of an Advance refers to the determination
whether such Advance is a Eurodollar Rate Advance or Reference Rate Advance as determined in accordance with Section 2.03.


 


Section
1.05         UCC Terms.
Terms defined in the UCC in effect on the date hereof and not otherwise defined herein shall, unless the context otherwise indicates,
have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of
determination, to the UCC then in effect.


 


Section
1.06         Rounding.
Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component
by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


Section
1.07         Letter
of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall
be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by
such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of
Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of
Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit).


 


Section
1.08         Guarantees.
Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed
and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Guarantee.


 


Section
1.09         Miscellaneous.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented 


 




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or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any
law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are
for convenience only, and neither limit nor amplify the provisions of this Agreement.


 


ARTICLE
II

CREDIT FACILITIES


 


Section
2.01         Commitment
for Advances.


 


(a)               
Advances. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Advances
to the Borrower from time to time on any Business Day during the period from the date of this Agreement until the Commitment Termination
Date; provided that, after giving effect to such Advances, each Lender’s Credit Exposure shall not exceed such Lender’s
Commitment at such time. Each Borrowing shall, in the case of Borrowings consisting of Reference Rate Advances, be in an aggregate
amount not less than $1,000,000 and in integral multiples of $500,000 in excess thereof, and in the case of Borrowings consisting
of Eurodollar Rate Advances, be in an aggregate amount not less than $2,000,000 and in integral multiples of $500,000 in excess
thereof, and in each case shall consist of Advances of the same Type made on the same day by the Lenders ratably according to
their respective Commitments. Subject to the terms of this Agreement, the Borrower may from time to time borrow, prepay, and reborrow
Advances.


 


(b)              
Evidence of Indebtedness. The Advances made by each Lender shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained
by the Administrative Agent and the Lenders shall be conclusive absent manifest error of the amount of the Advances made by such
Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any Lender and the accounts
and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) the applicable Notes which shall
evidence such Lender’s Advances to the Borrower in addition to such accounts or records. Each Lender may attach schedules
to such Notes and endorse thereon the date, Type (if applicable), amount, and maturity of its Advances and payments with respect
thereto. In addition to the accounts and records referred to in the immediately preceding sentences, each Lender, Issuing Lender
and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and
sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender (other than the Issuing Lender) in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence of manifest error. In the event of any conflict
among


 




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the
accounts and records maintained by the Administrative Agent, the accounts and records maintained by the Issuing Lender as to Letters
of Credit issued by it, and the accounts and records of any other Lender in respect of such matters, the accounts and records
of the Issuing Lender shall control in the absence of manifest error.


 


Section
2.02         Borrowing
Base.


 


(a)               
Borrowing Base. The initial Borrowing Base in effect as of Closing Date has been set by the Administrative Agent
and the Lenders and acknowledged by the Borrower as $191,666,666.66. Such initial Borrowing Base shall remain in effect until
the next redetermination made pursuant to this Section 2.02. The Borrowing Base shall be determined in accordance with the
standards set forth in Section 2.02(e) and is subject to periodic redetermination pursuant to Sections 2.02(b) and 2.02(c),
and mandatory reductions pursuant to Section 2.02(d).


 


(b)              
Calculation of Borrowing Base.


 


(i)                
The Borrower shall deliver to the Administrative Agent and the Lenders on or before each April 1st, beginning
April 1, 2018, an Independent Engineering Report dated effective as of the immediately preceding January 1st, and such
other information as may be reasonably requested by any Lender with respect to the Oil and Gas Properties included or to be included
in the Borrowing Base or in the Total Present Value, as applicable. Any time after the Protected Period, in the normal course
of business (but in any event within 30 days after the Administrative Agent’s and the Lenders’ receipt of such Independent
Engineering Report (and such additional Engineering Report, if any, required under the last sentence of subsection (iv) below)
and other information), (A) the Administrative Agent shall deliver to each Lender the Administrative Agent’s recommendation
for the redetermined Borrowing Base, (B) the Administrative Agent and the Lenders shall redetermine the Borrowing Base in accordance
with Section 2.02(e), and (C) the Administrative Agent shall promptly notify the Borrower in writing of the amount of the Borrowing
Base as so redetermined. 


 


(ii)              
The Borrower shall deliver to the Administrative Agent and the Lenders, on or before each October 1st, beginning
October 1, 2017, an Internal Engineering Report or an Independent Engineering Report dated effective as of the immediately preceding
July 1st and, in each instance, such other information as may be reasonably requested by the Administrative Agent or
any Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base or in the Total Present
Value, as applicable. Any time after the Protected Period, in the normal course of business (but in any event within 30 days after
the Administrative Agent’s and the Lenders’ receipt of such Internal Engineering Report or Internal Engineering Report
(and such additional Engineering Report, if any, required under the last sentence of subsection (iv) below) and other information),
(A) the Administrative Agent shall deliver to each Lender the Administrative Agent’s recommendation for the redetermined
Borrowing Base, (B) the Administrative Agent and the Lenders shall redetermine the Borrowing Base in accordance with Section 2.02(e),
and (C) the Administrative Agent shall promptly notify the Borrower in writing of the amount of the Borrowing Base as so redetermined.



 


(iii)            
Any time after the Protected Period, in the event that the Borrower does not furnish to the Administrative Agent and the
Lenders the Independent Engineering Report, Internal Engineering Report or other information specified in clauses (i) and (ii)
above by the date specified therein (or such additional Engineering Report, if any, required under the last sentence of subsection
(iv) below), the Administrative Agent and the Lenders may nonetheless redetermine the Borrowing Base and redesignate the Borrowing
Base from time-to-time thereafter in their sole discretion (but subject to Section 2.02(e)) until the Administrative Agent and
the Lenders receive the relevant Independent Engineering Report, Internal Engineering Report, or other information, as applicable,
at which time the 


 




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Administrative
Agent and the Lenders shall redetermine the Borrowing Base as otherwise specified in this Section 2.02.


 


(iv)            
Each delivery of an Engineering Report (including, without limitation, the initial Engineering Report delivered pursuant
to Section 3.01) by the Borrower to the Administrative Agent and the Lenders shall constitute a representation and warranty by
the Borrower to the Administrative Agent and the Lenders that (A) the Borrower and the Guarantors, as applicable, own the Oil
and Gas Properties specified therein subject to an Acceptable Security Interest to the extent required hereunder (other than any
thereof that have been Disposed of since the date of such Engineering Report in a Disposition permitted by this Agreement and
noted to the Administrative Agent under the certificate required under Section 5.06(e)(iv)(D)) and free and clear of any Liens
(except Permitted Liens), (B) on and as of the date of such Engineering Report each Oil and Gas Property identified as PDP Reserves
therein was developed for oil and gas, and the wells pertaining to such Oil and Gas Properties that are described therein as producing
wells (“Wells”), were each producing oil and/or gas in paying quantities, except for Wells that were utilized
as water or gas injection wells, carbon dioxide wells or as water disposal wells (each as noted in such Engineering Report) or
wells that were shut in for maintenance, repair or offset drilling activity (each as noted in such Engineering Report), (C) the
descriptions of the nature of the record title interests of the Borrower and the Guarantors, as applicable, set forth in such
Engineering Report are complete and accurate in all material respects, and take into account all Permitted Liens, (D) there are
no “back-in” or “reversionary” interests held by third parties which could reduce the interests of the
Borrower or any of the Guarantors in such Oil and Gas Properties except as set forth in the Engineering Report, (E) no operating
or other agreement to which the Borrower or any of the Guarantors is a party or by which the Borrower or any of the Guarantors
is bound affecting any part of such Oil and Gas Properties requires the Borrower or any of the Guarantors to bear any of the costs
relating to such Oil and Gas Properties greater than the record title interest of the Borrower or any of the Guarantors in such
portion of the such Oil and Gas Properties as set forth in such Engineering Report, except in the event the Borrower or any of
the Guarantors is obligated under an operating agreement to assume a portion of a defaulting party’s share of costs, and
(F) the Borrower’s and the Guarantors’ ownership of the Hydrocarbons and the undivided interests in the Oil and Gas
Properties as specified in such Engineering Report (i) will, after giving full effect to all Permitted Liens, afford the Borrower
or the applicable Guarantor not less than those net interests (expressed as a fraction, percentage or decimal) in the production
from or which is allocated to such Hydrocarbons specified as net revenue interest in such Engineering Report and (ii) will cause
the Borrower or the applicable Guarantor to bear not more than that portion (expressed as a fraction, percentage or decimal),
specified as working interest in such Engineering Report, of the costs of drilling, developing and operating the wells identified
in such Engineering Report or identified in the exhibits to the Mortgages encumbering such Oil and Gas Properties (except for
any increases in working interest with a corresponding increase in the net revenue interest in such Oil and Gas Property) other
than any discrepancy disclosed by the Borrower or such Guarantor in writing to the Administrative Agent at or prior to the delivery
of such Engineering Report. Notwithstanding anything herein to the contrary, if the Administrative Agent is notified of such discrepancy,
then the Borrower shall promptly (but in any event within 10 days after such original Engineering Report was required to be delivered
or such longer period as the Administrative Agent may agree in its sole discretion) deliver an updated Internal Engineering Report
(or an Independent Engineering Report if the original Engineering Report was required to be an Independent Engineering Report)
taking into account such discrepancy.


 


(c)               
Interim Redeterminations. In addition to the scheduled Borrowing Base redeterminations provided for in Section 2.02(b),
the Borrowing Base may be further redetermined by the Lenders as follows, in each case, based on such information as the Administrative
Agent and the Lenders deem relevant (but in accordance with Section 2.02(e)):


 




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(i)                
the Administrative Agent may, and shall at the request of the Required Lenders, make one redetermination of the Borrowing
Base during any six-month period between scheduled redeterminations; provided that, such redetermination may not be exercised
prior to the end of the Protected Period; 


 


(ii)              
upon any violation of the Asset Coverage Ratio under Section 6.18 during the Protected Period, the Administrative Agent
shall make a redetermination of the Borrowing Base;


 


(iii)            
prior to the end of the Protected Period, the Administrative Agent shall, at the request of the Borrower, make a redetermination
of the Borrowing Base; provided that, (A) such redetermination under this clause (iii) may not be exercised by the Borrower more
than one time during the Protected Period, (B) no such interim redetermination of the Borrowing Base may result in a lower Borrowing
Base than the Borrowing Base in effect immediately prior to such redetermination, and (C) the Lenders shall not be required to
increase the Borrowing Base in connection with such redetermination request; and


 


(iv)            
the Administrative Agent shall, at the request of the Borrower, make one redetermination of the Borrowing Base during any
six-month period between scheduled redeterminations; provided that, such redetermination under this clause (iv) may not be exercised
prior to the end of the Protected Period.


 


For
the avoidance of doubt, such additional redeterminations of the Borrowing Base shall not constitute nor be construed as a consent
to any transaction or proposed transaction that would not be permitted under the terms of this Agreement. The party requesting
the redetermination under this paragraph (c) shall give the other party at least 10 days’ prior written notice that a redetermination
of the Borrowing Base pursuant to this paragraph (c) is to be performed (or such shorter period as the Administrative Agent and
the Borrower may agree to in their sole discretion). In connection with any redetermination of the Borrowing Base under this Section
2.02(c), the Borrower shall provide the Administrative Agent and the Lenders with such information regarding the Borrower and
the Guarantors’ business (including, without limitation, its Oil and Gas Properties, the Proven Reserves, and production
relating thereto) as the Administrative Agent or any Lender may reasonably request; provided that, in the case of requests for
an increase to the Borrowing Base of an amount in excess of 5% of the Borrowing Base then in effect, the request of an updated
Independent Engineering Report is deemed to be reasonable. The Administrative Agent shall promptly notify the Borrower in writing
of each redetermination of the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing Base as so redetermined.


 


(d)              
Mandatory Reductions.


 


(i)                
If any Trigger Event has the effect of causing the sum of (A) the BB Value of all Dispositions of Oil and Gas Properties
made since either the Closing Date or, after the end of the Protected Period, the date of the most recent scheduled Borrowing
Base redetermination, as applicable, (including such Trigger Event), and (B) the BB Value of BB Hedges which have been subject
of any Hedge Event since either the Closing Date or, after the end of the Protected Period, the date of the most recent scheduled
Borrowing Base redetermination, as applicable (including such Trigger Event) to exceed 5% of the Borrowing Base then in effect,
then effective as of the applicable Trigger Event Date, the Borrowing Base shall be automatically reduced by the BB Value of Oil
and Gas Properties and/or BB Hedges, as applicable, that are covered by such Trigger Event as determined by the Administrative
Agent (unless otherwise instructed by the Required Lenders). If any notice event is triggered under Section 6.01(g) as to any
Lien, then effective as of the date such notice is delivered to the Administrative Agent, the Borrowing Base shall be automatically
reduced by the BB Value attributed to such Lien. For the avoidance of doubt, the mandatory reduction in the Borrowing Base required
under this clause (d) shall 


 




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not
constitute nor be construed as a consent to any transaction or proposed transaction that would not be permitted under the terms
of this Agreement.


 


(ii)              
Notwithstanding anything to the contrary set forth in clause (i) above, in the event that the Loan Parties sell the Mid-Con
Assets during the Protected Period, either the Borrower or the Required Lenders may request a Borrowing Base redetermination;
provided that (A) in the event that 100% of the consideration received in respect of such Disposition is in cash, such
redetermination may not result in a reduction of the Borrowing Base in an amount in excess of $35,000,000 and (B) in the event
that less than 100% of the consideration received in respect of such Disposition is in cash, such redetermination may not result
in a reduction of the Borrowing Base in an amount in excess of the lesser of (1) $35,000,000 divided by the percentage of the
consideration received in respect of such Disposition in cash and (2) $50,000,000. 


 


(e)               
Standards for Redetermination. Each redetermination of the Borrowing Base by the Administrative Agent and the Lenders
pursuant to this Section 2.02 shall be made (i) in the sole discretion of the Administrative Agent and the Lenders (but in accordance
with the other provisions of this Section 2.02(e)), (ii) in accordance with the Administrative Agent’s and the Lenders’
customary internal standards and practices for valuing and redetermining the value of Oil and Gas Properties in connection with
reserve based oil and gas loan transactions, (iii) in conjunction with the most recent Independent Engineering Report or Internal
Engineering Report, as applicable, or other information received by the Administrative Agent and the Lenders relating to the Proven
Reserves of the Borrower and the Guarantors, and (iv) based upon the estimated value of the Proven Reserves owned by the Borrower
and the Guarantors as determined by the Administrative Agent and the Lenders. In valuing and redetermining the Borrowing Base,
the Administrative Agent and the Lenders may also consider the business, financial condition, and Indebtedness obligations of
the Borrower and the Guarantors and such other factors as the Administrative Agent and the Lenders customarily deem appropriate,
including without limitation, commodity price assumptions, projections of production, operating expenses, general and administrative
expenses, capital costs, working capital requirements, liquidity evaluations, dividend payments, environmental costs, and legal
costs. In that regard, the Borrower acknowledges that the determination of the Borrowing Base contains a value cushion (market
value in excess of loan value), which is essential for the adequate protection of the Administrative Agent and the Lenders. Subject
to the last sentence of Section 5.08(a), to the extent a Proven Reserve is not encumbered by an Acceptable Security Interest,
such Proven Reserve shall not be included or considered for inclusion in the Borrowing Base to the extent an Acceptable Security
Interest thereon would be necessary to cause the Administrative Agent to have an Acceptable Security Interest in (x) at least
95% (by value) of the Proven Reserves and the Oil and Gas Properties relating thereto, (y) 90% (by value) of the Loan Parties’
other Specified Properties, and (z) 100% (by value) of the Original Mortgaged Properties (other than such Original Mortgaged Properties
which are Disposed of as permitted under Section 6.04(c)). At all times after the Administrative Agent has given the Borrower
notification of a redetermination of the Borrowing Base under this Section 2.02, the Borrowing Base shall be equal to the redetermined
amount or such lesser amount designated by the Borrower and disclosed in writing to the Administrative Agent and the Lenders until
the Borrowing Base is subsequently redetermined in accordance with this Section 2.02; provided that the Borrower shall
not request that the Borrowing Base be reduced to a level that would result in a Borrowing Base Deficiency (without giving effect
to the proviso in the definition thereof). Notwithstanding anything herein to the contrary, (x) to the extent the redetermined
Borrowing Base is less than or equal to the Borrowing Base in effect prior to such redetermination, such redetermined Borrowing
Base must be approved by the Required Lenders, and (y) to the extent the redetermined Borrowing Base is greater than the Borrowing
Base in effect prior to such redetermination, such redetermined Borrowing Base must be approved by all of the Lenders.


 




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Section
2.03         Method
of Borrowing.


 


(a)               
Notice. Each Borrowing shall be made pursuant to the applicable Notice of Borrowing given by Borrower to Administrative
Agent not later than (i) in the case of the Borrowings to be made on the Closing Date (y) 1:00 p.m. (Cleveland, Ohio time) on
the second Business Day before the date of the proposed Borrowing, in the case of a Eurodollar Rate Advance or (z) 12:00 noon
(Cleveland, Ohio time) on the Business Day of the proposed Borrowing, in the case of a Reference Rate Advance or (ii) in the case
of all Borrowings to be made after the Closing Date, (y) 1:00 p.m. (Cleveland, Ohio time) on the third Business Day before
the date of the proposed Borrowing, in the case of a Eurodollar Rate Advance or (z) 12:00 noon (Cleveland, Ohio time) on
the Business Day of the proposed Borrowing, in the case of a Reference Rate Advance, which shall give to each Lender prompt notice
of such proposed Borrowing, by facsimile or by electronic mail. Each Notice of Borrowing shall be by facsimile or by electronic
mail (with a PDF file of the executed Notice of Borrowing attached), specifying (i) the requested date of such Borrowing (which
shall be a Business Day), (ii) the requested Type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing,
and (iv) if such Borrowing is to be comprised of Eurodollar Rate Advances, the requested Interest Period for each such Advance;
provided that, all Borrowings to be made on the Closing Date shall consist only of Reference Rate Advance (which may, subject
to the terms of this Agreement, be thereafter Converted into Eurodollar Rate Advances) unless a breakfunding agreement reasonably
satisfactory to the Administrative Agent has been executed by the Borrower concurrent with the delivery of such Notice of Borrowing.
In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent shall promptly notify each
Lender of the applicable interest rate under Section 2.09(b). Each Lender shall, before 2:00 p.m. (Cleveland, Ohio time)
on the date of such Borrowing, make available for the account of its applicable Lending Office to the Administrative Agent at
its address referred to in Section 9.09, or such other location as the Administrative Agent may specify by notice to the Lenders,
in same day funds, such Lender’s pro rata share of such Borrowing. After the Administrative Agent’s receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds
available to the Borrower at its account with the Administrative Agent or as otherwise directed by the Borrower with written notice
to the Administrative Agent.


 


(b)              
Conversions and Continuations. In order to elect to Convert or continue an Advance under this paragraph, the Borrower
shall deliver an irrevocable Notice of Conversion or Continuation to the Administrative Agent at the Administrative Agent’s
office no later than 12:00 noon (Cleveland, Ohio time) (i) on the Business Day of the proposed Conversion date in the case of
a Conversion to a Reference Rate Advance and (ii) at least three Business Days in advance of the proposed Conversion or continuation
date in the case of a Conversion to, or a continuation of, a Eurodollar Rate Advance. Each such Notice of Conversion or Continuation
shall be in writing or by facsimile or by electronic mail (with a PDF file of the executed Notice of Conversion or Continuation
attached), specifying (i) the requested Conversion or continuation date (which shall be a Business Day), (ii) the amount and Type
of the Advance to be Converted or continued, (iii) whether a Conversion or continuation is requested and, if a Conversion, into
what Type of Advance, and (iv) in the case of a Conversion to, or a continuation of, a Eurodollar Rate Advance, the requested
Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent
shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a Eurodollar Rate Advance,
notify each Lender of the applicable interest rate under Section 2.09(b). The portion of Advances comprising part of the same
Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing.


 


(c)               
Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs (a) and (b) above:


 




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(i)                
at no time shall there be more than ten Interest Periods applicable to outstanding Eurodollar Rate Advances; 


 


(ii)              
if any Lender shall, at least one Business Day before the date of any requested Borrowing, Conversion, or continuation,
notify the Administrative Agent that the introduction of any Legal Requirement after the date hereof, or any change in or in the
interpretation of any Legal Requirement as in effect on the date hereof, makes it unlawful, or that any central bank or other
Governmental Authority asserts that it is unlawful, for such Lender or its Lending Office to perform its obligations under this
Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select
Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and the Advance made by such Lender in respect of such Borrowing, Conversion,
or continuation shall be a Reference Rate Advance;


 


(iii)            
if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested
Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall
be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension
no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate Advance;


 


(iv)            
if the Majority Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative
Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to
such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right
of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until
the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist,
and each Advance comprising such Borrowing shall be a Reference Rate Advance; 


 


(v)              
if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances
in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and paragraph (b)
above, the Administrative Agent shall forthwith so notify the Borrower and the Lenders and such Advances shall be made available
to the Borrower on the date of such Borrowing as Eurodollar Rate Advances with an Interest Period of one month or, if an existing
Advance, Convert into Reference Rate Advances; and


 


(vi)            
no Borrowing may be made as, continued as or Converted into, Eurodollar Rate Advances at any time that a Default has occurred
and is continuing.


 


(d)              
Notices Irrevocable. Each Notice of Borrowing and Notice of Continuation or Conversion delivered by the Borrower
hereunder, including its deemed request for borrowing made hereunder, shall be irrevocable and binding on the Borrower.


 


(e)               
Funding by Lenders; Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from
a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
Pro Rata Share of any Borrowing, the Administrative Agent may assume that such Lender has made its Pro Rata Share of such Borrowing
available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.03(a), and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made its Pro Rata


 




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Share
of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree to immediately repay to
the Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date
such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable on such day to Advances comprising such Borrowing and (ii) in the case of such
Lender, the lesser of (A) the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (B) the Maximum Rate. If such Lender shall repay to the Administrative
Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Lender’s
Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising
such Borrowing.


 


(f)               
Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders
or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders
or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Lender, with interest thereon, for each day from and including the
date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the lesser of (i) the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation and (ii) the Maximum Rate.


 


Section
2.04         Termination
and Reduction of the Commitments; Aggregate Maximum Credit Amounts.


 


(a)               
Unless previously terminated, the Commitments shall terminate on the Commitment Termination Date. If at any time the aggregate
Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination
or reduction.


 


(b)              
The Borrower shall have the right, upon at least three Business Days’ irrevocable notice (provided that, as to a
notice of the termination in whole of the Maximum Credit Amounts, such notice may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower by notice to the Administrative
Agent on or prior to the specified effective date) to the Administrative Agent, to terminate in whole or reduce ratably in part
the unused portion of the aggregate Maximum Credit Amounts; provided that (i) each partial reduction shall be in the aggregate
amount of $5,000,000 or in integral multiples of $1,000,000 in excess thereof, and (ii) the Borrower shall not terminate or reduce
the aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Advances in accordance with Section
2.05(d), the total Credit Exposures would exceed the total Commitments.


 


(c)               
Any reduction and termination of the Commitments and Maximum Credit Amounts pursuant to this Section 2.04 shall be
applied ratably to each Lender’s Commitment and Maximum Credit Amount and shall be permanent, with no obligation of the
Lenders to reinstate such Commitments or Maximum Credit Amounts.


 


Section
2.05         Prepayment
of Advances.


 




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(a)               
Optional. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this
Section 2.05(a) and all notices given pursuant to this Section 2.05(a) shall be irrevocable and binding upon the Borrower (provided
that any such notice as to the repayment in full of all outstanding Advances may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied). Each payment of any Advance pursuant to
this Section 2.05(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole
or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16. The Borrower may prepay the Advances,
after giving by 12:00 noon (Cleveland, Ohio time), (i) in the case of Eurodollar Rate Advances, at least three Business
Days’ or (ii) in the case of Reference Rate Advances, same Business Day irrevocable prior written notice to the Administrative
Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Borrower shall
prepay the Advances in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice,
together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid and amounts, if
any, required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date and without payment
of any other premium or penalty; provided, however, that each partial prepayment with respect to: (A) any amounts prepaid
in respect of Eurodollar Rate Advances shall be applied to Eurodollar Rate Advances comprising part of the same Borrowing; (B)
any prepayments made in respect of Reference Rate Advances shall be made in a minimum amount of $1,000,000 and in integral multiples
of $500,000 in excess thereof, and (C) any prepayments made in respect of any Borrowing comprised of Eurodollar Rate Advances
shall be made in an aggregate principal amount of at least $2,000,000 and in integral multiples of $500,000 in excess thereof.
Full prepayments of any Borrowing are permitted without restriction of amounts.


 


(b)              
Borrowing Base Deficiency.


 


(i)                
Other than as provided in clauses (ii), (iii) and (iv) below, if a Borrowing Base Deficiency exists, the Borrower shall,
after receipt of written notice from the Administrative Agent regarding such deficiency, take any of the following actions (and
the failure of the Borrower to take such actions to remedy such Borrowing Base Deficiency shall constitute an election of clause
(C) below):


 


(A)            
deliver, within 20 days after the date such deficiency notice is received by the Borrower from the Administrative Agent,
to the Administrative Agent written notice indicating the Borrower’s election to prepay Advances or, if the Advances have
been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure,
such that the Borrowing Base Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower
from the Administrative Agent;


 


(B)             
 (i) deliver, within 20 days after the date such deficiency notice is received by the Borrower from the Administrative
Agent, written notice to the Administrative Agent indicating the Borrower’s election to pledge as Collateral for the Secured
Obligations additional Oil and Gas Properties acceptable to the Administrative Agent and the Required Lenders such that the Borrowing
Base Deficiency is cured within 30 days after the date such deficiency notice is received by the Borrower from the Administrative
Agent and (ii) provide such pledge of additional Oil and Gas Properties within such time period;


 


(C)             
(i) deliver, within 20 days after the date such deficiency notice is received by the Borrower from the Administrative Agent,
written notice to the Administrative Agent indicating the Borrower’s election to repay the Advances and make deposits into
the Cash Collateral 


 




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Account
to provide cash collateral for the Letters of Credit, each in five monthly installments equal to one-fifth of such Borrowing Base
Deficiency with the first such installment due 30 days after the date such deficiency notice is received by the Borrower from
the Administrative Agent (or such earlier date as agreed to between the Borrower and the Administrative Agent) and each following
installment due 30 days after the preceding installment due date and (ii) make such payments and deposits within such time periods;
or


 


(D)            
(i) deliver, within 20 days after the date such deficiency notice is received by the Borrower from the Administrative Agent,
written notice to the Administrative Agent indicating the Borrower’s election to combine the options provided in clause
(B) and clause (C) above, and also indicating the amount to be prepaid in installments and the amount to be provided as additional
Collateral, and (ii) make such five equal consecutive monthly installments and deliver such additional Collateral within the time
required under clause (B) and clause (C) above.


 


For
the avoidance of doubt, (x) unless the Borrower delivers the requisite written notice to the Administrative Agent of its election
under clause (B), (C) or (D) above, the Borrower is deemed to have elected to cure such Borrowing Base Deficiency as provided
in clause (C) above, (y) if a scheduled Borrowing Base redetermination or a Borrowing Base redetermination allowed under Section
2.02(c) (each, an “Additional Trigger”) occurs during the existence of a Borrowing Base Deficiency and an incremental
Borrowing Base Deficiency amount results as a result of such Additional Trigger, then the Borrower shall remedy such incremental
Borrowing Base Deficiency pursuant to the terms of this Section 2.05(b)(i), including, if selected by the Borrower, with additional
five monthly installments as to such incremental amount, and (z) in any event, all outstanding Advances shall be paid in full
on the Commitment Termination Date and all Letter of Credit Exposure shall be Cash Collateralized in the Minimum Collateral Amount
on the Commitment Termination Date.


 


(ii)              
If, during the existence of a Borrowing Base Deficiency, any Loan Party (or the Administrative Agent as loss payee or assignee)
receives Extraordinary Cash Proceeds, whether as one payment or a series of payments, then the Borrower shall, within three Business
Days after receipt of such proceeds, prepay the Borrowings and Cash Collateralize the Letter of Credit Exposure, in an aggregate
amount equal to the lesser of (i) such Borrowing Base Deficiency and (ii) 100% of such proceeds.


 


(iii)            
If the Borrowing Base is reduced under Section 2.02(d) and such reduction results in a Borrowing Base Deficiency, then
the Borrower shall (A) with respect to a Disposition of any Oil and Gas Properties, prepay Advances or, if the Advances have been
repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such
that the Borrowing Base Deficiency is cured within one Business Day after the date the Net Cash Proceeds of such Disposition are
received, (B) with respect to a Hedge Event, prepay Advances or, if the Advances have been repaid in full, make deposits into
the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing Base Deficiency
is cured on the Business Day the proceeds of such Hedge Event are received, and (C) with respect to a reduction in the Borrowing
Base as a result of a notice event triggered under Section 6.01(g), prepay Advances or, if the Advances have been repaid in full,
make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure, such that the Borrowing
Base Deficiency on account thereof is cured within one Business Day after such reduction in the Borrowing Base.


 


(iv)            
If a Disposition of Specified Properties or a Hedge Event occurs during the period when a Borrowing Base Deficiency already
exists, then in addition to the requirement to repay the Advances and make deposits into the Cash Collateral Account to provide
cash collateral for the Letters of Credit to cure any Borrowing Base Deficiency occurring as a result thereof (as provided in
clause (iii) 


 




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above),
the Borrower shall apply any remaining proceeds resulting from such Disposition or Hedge Event on the date such proceeds are received
as prepayments of all unpaid monthly installments or payments required under this Section 2.05(b), applied pro rata to such payments.


 


(v)              
Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued and unpaid interest on the amount
prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.11 as a result of such
prepayment being made on such date. Each prepayment under this Section 2.05(b) shall be applied to the Advances as determined
by the Administrative Agent and agreed to by the Lenders in their sole discretion.


 


(c)               
Excess Cash. If, at any time when Credit Exposure is greater than zero, the Consolidated Cash Balance exceeds the
Consolidated Cash Balance Limit as of the end of the last Business Day of any calendar week, then the Borrower shall, on the immediately
following Consolidated Cash Sweep Date, prepay the Advances in an aggregate principal amount equal to such excess, and, if any
excess remains after prepaying all of the Advances as a result of the Letter of Credit Exposure, Cash Collateralize the Letter
of Credit Exposure in an amount equal to such excess. Each prepayment pursuant to this Section 2.05(c) shall be accompanied
by accrued and unpaid interest on the amount prepaid to the date of such prepayment. Each prepayment under this Section 2.05(c)
shall be applied first to Reference Rate Advances and then to Eurodollar Rate Advances. Notwithstanding anything to the contrary
contained herein, prepayments under this clause (c) shall not be subject to the reimbursement, indemnity or payment obligations
under Section 2.11.


 


(d)              
Reduction of Maximum Credit Amounts. On the date of each reduction of the aggregate Maximum Credit Amounts pursuant
to Section 2.04, the Borrower agrees to make a prepayment in respect of the outstanding amount of the Advances, and if the
Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of
Credit Exposure, such that, the aggregate unpaid principal amount of all Advances plus the Letter of Credit Exposure that
has not been Cash Collateralized does not exceed the aggregate Commitments, as so reduced. Each prepayment pursuant to this Section 2.05(d)
shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of such prepayment and amounts, if any,
required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date. Each prepayment under
this Section 2.05(d) shall be applied first to Reference Rate Advances and then to Eurodollar Rate Advances.


 


(e)               
Ratable Prepayment. Each payment of any Advance pursuant to this Section 2.05 shall be made in a manner such that
all Advances comprising part of the same Borrowing are paid in whole or ratably in part.


 


Section
2.06         Repayment
of Advances. The Borrower shall repay to the Administrative Agent for the ratable benefit of the Lenders the outstanding principal
amount of each Advance, together with any accrued and unpaid interest thereon, on the Maturity Date or such earlier date pursuant
to Section 7.02 or Section 7.03.


 


Section
2.07         Letters
of Credit.


 


(a)               
Commitment for Letters of Credit. Subject to the terms and conditions set forth in this Agreement, the Issuing Lender
agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.07, from time to time on any Business
Day during the period from the Closing Date until the Commitment Termination Date, to issue, increase or extend the Expiration
Date of Letters of Credit for the account of any Loan Party, provided that no Letter of Credit will be issued, increased, or extended:


 




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(i)                
if such issuance, increase, or extension would cause the Letter of Credit Exposure to exceed the lesser of (A) $15,000,000
and (B) an amount equal to (1) the Commitments in effect at such time minus (2) the sum of the aggregate outstanding amount
of all Advances;


 


(ii)              
unless such Letter of Credit has an Expiration Date not later than the earlier of (A) 12 months after its issuance
or extension and (B) five Business Days prior to the Maturity Date (an “Acceptable Letter of Credit Maturity Date”);
provided that, (1) if the Commitments are terminated in whole pursuant to Section 2.04, the Borrower shall either (A) deposit
into the Cash Collateral Account cash in an amount equal to the Minimum Collateral Amount for the Letters of Credit which have
an expiry date beyond the date the Commitments are terminated or (B) provide a replacement letter of credit (or other security)
reasonably acceptable to the Administrative Agent and the Issuing Lender in an amount equal to the Minimum Collateral Amount,
and (2) any such Letter of Credit with a one-year tenor may expressly provide for an automatic extension of one additional year
so long as such Letter of Credit expressly allows the Issuing Lender, at its sole discretion, to elect not to provide such extension
within the time periods agreed to in the applicable Letter of Credit; provided that, in any event, such automatic extension may
not result in an Expiration Date that occurs after the fifth Business Day prior to the Maturity Date;


 


(iii)            
unless such Letter of Credit is a standby letter of credit not supporting the repayment of indebtedness for borrowed money
of any Person;


 


(iv)            
unless such Letter of Credit is in form and substance acceptable to the Issuing Lender in its sole discretion exercised
in good faith;


 


(v)              
unless the Borrower has delivered to the Issuing Lender a completed and executed Letter of Credit Application; 


 


(vi)            
unless such Letter of Credit is governed by (A) the Uniform Customs and Practice for Documentary Credits (2007 Revision),
International Chamber of Commerce Publication No. 600, or (B) the International Standby Practices (ISP98), International Chamber
of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International
Chamber of Commerce and adhered to by the Issuing Lender; 


 


(vii)          
if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
the Issuing Lender from issuing, increasing or extending such Letter of Credit, or any Legal Requirement applicable to the Issuing
Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance, increase or extension of
letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder)
not in effect on the date hereof, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not
applicable on the date hereof and which the Issuing Lender in good faith deems material to it;


 


(viii)        
if the issuance, increase or extension of such Letter of Credit would violate one or more policies of the Issuing Lender
applicable to letters of credit generally; 


 


(ix)            
if Letter of Credit is to be denominated in a currency other than Dollars; 


 




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(x)              
if such Letter of Credit supports the obligations of any Person in respect of (x) a lease of real property, or (y) an employment
contract if the Issuing Lender reasonably determines that the Borrower’s obligation to reimburse any draws under such Letter
of Credit may be limited; or


 


(xi)            
any Lender is at such time a Defaulting Lender hereunder, unless such Defaulting Lender’s Fronting Exposure as to
Letters of Credit has been fully reallocated or Cash Collateralized pursuant to Section 2.16 below or the Issuing Lender has entered
into other satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect
to such Lender.


 


(b)              
Requesting Letters of Credit. Each Letter of Credit shall be issued, increased or extended pursuant to a Letter
of Credit Application given by the Borrower to the Administrative Agent and the Issuing Lender by facsimile, electronic mail or
other writing not later than 12:00 noon (Cleveland, Ohio time) on the third Business Day before the proposed date of issuance,
increase or extension for the Letter of Credit. Each Letter of Credit Application shall be fully completed and shall specify the
information required therein. Each Letter of Credit Application shall be irrevocable and binding on the Borrower. Subject to the
terms and conditions hereof, the Issuing Lender shall before 3:00 p.m. (Cleveland, Ohio time) on the date of such Letter of Credit
Application issue, increase or extend such Letter of Credit to the beneficiary of such Letter of Credit.


 


(c)               
Reimbursements for Letters of Credit; Funding of Participations.


 


(i)                
With respect to any Letter of Credit, in accordance with the related Letter of Credit Application, the Borrower agrees
to pay on the Business Day the Borrower receives notice of such drawing from the Issuing Bank if such notice is received by the
Borrower prior to 12:00 noon (Cleveland, Ohio time) or, if such notice is received after 12:00 noon (Cleveland, Ohio time), then
on the Business Day following such notice to the Administrative Agent (the applicable date, the “LC Payment Date”)
on behalf of the Issuing Lender an amount equal to any amount paid by the Issuing Lender under such Letter of Credit. Upon the
Issuing Lender’s demand for payment under the terms of a Letter of Credit Application, the Borrower may, with a written
notice, request that the Borrower’s obligations to the Issuing Lender thereunder be satisfied with the proceeds of an Advance
in the same amount (notwithstanding any minimum size or increment limitations on individual Advances). If the Borrower does not
make such request and does not otherwise make the payments demanded by the Issuing Lender as required under this Agreement or
the Letter of Credit Application, then the Borrower shall be deemed for all purposes of this Agreement to have requested such
an Advance in the same amount and the transfer of the proceeds thereof to satisfy the Borrower’s obligations to the Issuing
Lender, and the Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Lenders to make such Advance,
to transfer the proceeds thereof to the Issuing Lender in satisfaction of such obligations, and to record and otherwise treat
such payments as an Advance to the Borrower. The Administrative Agent and each Lender may record and otherwise treat the making
of such Borrowings as the making of a Borrowing to the Borrower under this Agreement as if requested by the Borrower. Nothing
herein is intended to release any of the Borrower’s obligations under any Letter of Credit Application, but only to provide
an additional method of payment therefor. The making of any Borrowing under this Section 2.07(c) shall not constitute a cure or
waiver of any Default, other than the payment Default which is satisfied by the application of the amounts deemed advanced hereunder,
caused by the Borrower’s failure to comply with the provisions of this Agreement or the Letter of Credit Application.


 


(ii)              
Each Lender (including the Lender acting as Issuing Lender) shall, upon notice from the Administrative Agent that the Borrower
has requested or is deemed to have requested an Advance pursuant to Section 2.03 and regardless of whether (A) the conditions
in Section 3.02 have been met, (B) such notice complies with Section 2.03, or (C) a Default exists, make funds available to the
Administrative Agent for the account of the Issuing Lender in an amount equal to such Lender’s Pro Rata 


 




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Share
of the amount of such Advance not later than 2:00 p.m. (Cleveland, Ohio time) on the Business Day specified in such notice by
the Administrative Agent if such notice is sent no later than 11:00 a.m. (Cleveland, Ohio time) on such day (or not later than
2:00 p.m. (Cleveland, Ohio time) on the immediately following Business Day if such notice is sent later than 11:00 a.m. (Cleveland,
Ohio time)), whereupon each Lender that so makes funds available shall be deemed to have made an Advance to the Borrower in such
amount. The Administrative Agent shall remit the funds so received to the Issuing Lender.


 


(iii)            
Until all the Lenders shall have made their respective Advances available to the Administrative Agent pursuant to this
Section 2.07 or the Borrower has otherwise made a payment to the Issuing Lender of all unpaid Letter of Credit Obligations, (x)
the unpaid Letter of Credit Obligations then due from the Borrower (but in any case, only after the LC Payment Date) shall bear
interest at the lesser of (A) the Default Rate and (B) the Maximum Rate for the period from the date such payment is required
to the date on which such payment is made and such interest shall be payable as provided in Section 2.09(c) and (y) to the extent
the Borrower has not paid such interest or is not required to pay such interest, then each Lender that has not made the Advances
available to the Administrative Agent pursuant to this Section 2.07(c) agrees to pay interest on the amount that such Lender was
required to make hereunder from such date such amount was due until the date such amount is paid to the Issuing Lender (either
by such Lender or by the Borrower) at the lesser of (A) the Federal Funds Rate for such day for the first three days and thereafter
the interest rate applicable to the Advance and (B) the Maximum Rate. Whenever, at any time after the Administrative Agent has
received from any Lender such Lender’s Advance, the Administrative Agent receives any payment on account thereof, the Administrative
Agent will pay to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s Advance was outstanding and funded), which payment shall be subject
to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s
obligation to make the Advance pursuant to this Section 2.07 shall be absolute and unconditional and shall not be affected by
any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person
may have against the Issuing Lender, the Administrative Agent or any other Person for any reason whatsoever; (2) the occurrence
or continuance of a Default or the termination of the Commitments; (3) any breach of this Agreement by any Loan Party or any other
Lender; or (4) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


(iv)            
If at any time, the Commitments shall have expired or shall have been terminated while any Letter of Credit Exposure is
outstanding, each Lender, at the sole option of the Issuing Lender, shall fund its participation in such Letters of Credit in
an amount equal to such Lender’s Pro Rata Share of the unpaid amount of the Borrower’s payment obligations under drawn
Letters of Credit. The Issuing Lender shall notify the Administrative Agent, and in turn, the Administrative Agent shall notify
each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account
of the Issuing Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation.
At any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any Lender funding of
its participation in respect of such payment in accordance with this clause (iv), if the Administrative Agent receives for the
account of the Issuing Lender any payment in respect of the related Letter of Credit Exposure or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative
Agent shall distribute to such Lender its Pro Rata Share thereof in the same funds as those received by the Administrative Agent.


 


(d)              
Participations. Upon the date of the issuance or increase of a Letter of Credit, the Issuing Lender shall be deemed
to have sold to each other Lender and each other Lender shall have been deemed


 




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to
have purchased from the Issuing Lender a participation in the related Letter of Credit Obligations equal to such Lender’s
Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. The
Issuing Lender shall promptly notify each such participant Lender by facsimile, telephone, or electronic mail (PDF) of each Letter
of Credit issued or increased and the actual dollar amount of such Lender’s participation in such Letter of Credit.


 


(e)               
Obligations Unconditional. The obligations of the Borrower under this Agreement in respect of each Letter of Credit
shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances,
notwithstanding the following circumstances:


 


(i)                
any lack of validity or enforceability of any Letter of Credit Documents;


 


(ii)              
any amendment or waiver of or any consent to departure from any Letter of Credit Documents;


 


(iii)            
the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against any beneficiary
or transferee of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the
Issuing Lender, any Lender or any other person or entity, whether in connection with this Agreement, the transactions contemplated
in this Agreement or in any Letter of Credit Documents or any unrelated transaction;


 


(iv)            
any statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect to the extent the Issuing Lender
would not be liable therefor pursuant to the following paragraph (g);


 


(v)              
payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate which does not
comply with the terms of such Letter of Credit; or


 


(vi)            
any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;


 


provided,
however, that nothing contained in this paragraph (e) shall be deemed to constitute a waiver of any remedies of the Borrower in
connection with the Letters of Credit, including, without limitation, those remedies specified in paragraph (g) below.


 


(f)               
Prepayments of Letters of Credit. In the event that any Letter of Credit shall be outstanding or shall be drawn
and not reimbursed on or prior to the Acceptable Letter of Credit Maturity Date, the Borrower shall pay to the Administrative
Agent an amount equal to the Minimum Collateral Amount allocable to such Letter of Credit, such amount to be due and payable on
the Acceptable Letter of Credit Maturity Date, and to be held in the Cash Collateral Account and applied in accordance with paragraph
(h) below.


 


(g)               
Liability of Issuing Lender. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee
of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Lender nor any of its officers or
directors shall be liable or responsible for:


 


(i)                
the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection
therewith;


 




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(ii)              
the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged;


 


(iii)            
payment by the Issuing Lender against presentation of documents which do not comply with the terms of a Letter of Credit,
including failure of any documents to bear any reference or adequate reference to the relevant Letter of Credit; or


 


(iv)            
any other circumstances whatsoever in making or failing to make payment under any Letter of Credit (including
the Issuing Lender’s own negligence),


 


except that
the Borrower shall have a claim against the Issuing Lender, and the Issuing Lender shall be liable to, and shall promptly pay
to, the Borrower, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower which were caused
by the Issuing Lender’s willful misconduct or gross negligence (as determined in a final, non-appealable judgment of a court
of competent jurisdiction) in determining whether documents presented under a Letter of Credit comply with the terms of such Letter
of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their
face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.


 


(h)              
Cash Collateral Account.


 


(i)                
If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.05(b), 7.02(b), 7.03(b)
or any other provision under this Agreement, then the Borrower and the Administrative Agent shall establish the Cash Collateral
Account and the Borrower shall execute any documents and agreements, including the Administrative Agent’s standard form
assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish the Cash Collateral
Account and grant the Administrative Agent a first priority (subject to inchoate tax liens), perfected Lien in such account and
the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest
in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all
proceeds thereof as security for the payment of the Secured Obligations. The Borrower hereby agrees to maintain a first priority
(subject to inchoate tax liens) security interest in all the Cash Collateral Account and such Cash Collateral as security for
the Secured Obligations and as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter
of Credit Exposure, to be applied pursuant to Section 2.07(i)(ii) below.


 


(ii)              
Funds held in the Cash Collateral Account shall be held as cash collateral for obligations with respect to Letters of Credit
and promptly applied by the Administrative Agent at the request of the Issuing Lender to any reimbursement or other obligations
under Letters of Credit that exist or occur. To the extent that any surplus funds are held in the Cash Collateral Account above
the Letter of Credit Exposure during the existence of an Event of Default the Administrative Agent may (A) hold such surplus funds
in the Cash Collateral Account as cash collateral for the Obligations or (B) apply such surplus funds to any Obligations in any
manner directed by the Majority Lenders. If no Default exists, then at the Borrower’s written request, the Administrative
Agent shall promptly release any surplus funds held in the Cash Collateral Account above the Minimum Collateral Amount so long
as the release thereof would not result in a Borrowing Base Deficiency (without giving effect to the proviso set forth in the
definition thereof).


 


(iii)            
Funds held in the Cash Collateral Account may be invested in Liquid Investments maintained with, and under the sole dominion
and control of, the Administrative Agent or in 


 




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another
investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall have no obligation
to make any investment of the funds therein. The Administrative Agent shall exercise reasonable care in the custody and preservation
of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative
Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to
any such funds.


 


(i)                
Defaulting Lender. At any time that there shall exist a Defaulting Lender, within one Business Day following the
written request of the Administrative Agent or the Issuing Lender (with a copy to the Administrative Agent) the Borrower shall
Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving
effect to Section 2.16 and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral
Amount.


 


(i)                
Grant of Security Interest by Defaulting Lender; Agreement to Provide Cash Collateral. To the extent cash collateral
is provided by any Defaulting Lender, such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the
Issuing Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for such Defaulting
Lender’s obligation to fund participations in respect of Letter of Credit Obligations, to be applied pursuant to clause
(ii) below. Such Defaulting Lender shall execute any documents and agreements, including the Administrative Agent’s standard
form assignment of deposit accounts, that the Administrative Agent requests in connection therewith to establish such cash collateral
account and to grant the Administrative Agent a first priority security interest in such account and the funds therein. If at
any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the
Administrative Agent and the Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than
the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral
provided by the Defaulting Lender).


 


(ii)              
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
this Section 2.07(i) or Section 2.16 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s
obligation to fund participations in respect of Letter of Credit Exposure (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application
of such property as may otherwise be provided for herein.


 


(iii)            
Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing
Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.07(i) following
(i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable
Lender), or (ii) the determination by the Administrative Agent and the Issuing Lender that there exists excess Cash Collateral;
provided that, subject to Section 2.16, the Person providing Cash Collateral and the Issuing Lender may agree that Cash
Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that
to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security
interest granted pursuant to the Loan Documents.


 


(iv)            
Letters of Credit Issued for Guarantors. Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Guarantor, 


 




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the
Borrower shall be obligated to reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit issued
hereunder by the Issuing Lender. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any
Guarantor inures to the benefit of the Borrower, and that the Borrower’s business (indirectly or directly) derives substantial
benefits from the businesses of such other Persons.


 


Section
2.08         Fees.


 


(a)               
Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment
fee at a per annum rate equal to the Commitment Fee Rate on the daily amount by which (i) such Lender’s Commitment then
in effect exceeds (ii) the sum of such Lender’s outstanding Advances plus such Lender’s Pro Rata Share of the Letter
of Credit Exposure, from the Closing Date until the Commitment Termination Date; provided that, no commitment fee shall
accrue on the Commitment of a Defaulting Lender during the period such Lender remains a Defaulting Lender. The commitment fees
shall be due and payable quarterly in arrears on the last day of each March, June, September, and December commencing on June
30, 2017, and continuing thereafter through and including the Commitment Termination Date.


 


(b)              
Letter of Credit Fees.


 


(i)                
Subject to Section 2.16, the Borrower agrees to pay to the Administrative Agent, for the pro rata benefit of the Lenders,
a per annum letter of credit fee for each Letter of Credit issued hereunder in an amount equal to the Applicable Margin then in
effect for Eurodollar Rate Advances times the face amount of such Letter of Credit, during the period such Letter of Credit is
in effect, payable quarterly in arrears on the last day of each March, June, September, and December commencing on June 30, 2017
and continuing thereafter through and including the Commitment Termination Date. Notwithstanding the foregoing, (A) upon the occurrence
and during the continuance of an Event of Default under Section 7.01(a), Section 7.01(c) (but only as to a breach of Section 5.06(i)),
or Section 7.01(e), the foregoing per annum letter of credit fee shall be increased to the Default Rate, after as well as before
judgment, and (ii) upon the occurrence and during the continuance of any Event of Default (including under Section 7.01(a) or
Section 7.01(e)), upon the request of the Majority Lenders, the foregoing per annum letter of credit fee shall be increased to
the Default Rate, after as well as before judgment. 


 


(ii)              
The Borrower also agrees to pay to the Issuing Lender, a fronting fee with respect to each Letter of Credit issued by the
Issuing Lender hereunder equal to the greater of (x) $700 per annum or (y) 0.25% per annum times the face amount of such Letter
of Credit, during the period such Letter of Credit is in effect, payable quarterly in arrears on the last day of each March, June,
September, and December commencing on June 30, 2017 and continuing thereafter through and including the Commitment Termination
Date.


 


(iii)            
The Borrower also agrees to pay to the Issuing Lender such other usual and customary fees associated with any transfers,
amendments, drawings, negotiations or reissuances of any Letters of Credit. Such fees shall be due and payable as requested by
the Issuing Lender in accordance with the Issuing Lender’s then current fee policy.


 


(iv)            
The Issuing Lender shall have no obligation to refund any letter of credit fees previously paid by the Borrower, including
any refund claimed because any Letter of Credit is canceled prior to its Expiration Date.


 




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(c)               
Other Fees. The Borrower agrees to pay to KeyBank the fees provided for in the Fee Letter.


 


Section
2.09         Interest.
The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance
until such principal amount shall be paid in full, at the following rates per annum:


 


(a)               
Reference Rate Advances. Each Reference Rate Advance shall bear interest at the Adjusted Reference Rate in effect
from time to time plus the Applicable Margin for Reference Rate Advances in effect from time to time. The Borrower shall pay to
Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on such Lender’s Reference Rate
Advances, quarterly in arrears, on each March 31st, June 30th, September 30th, and December 31st commencing on June 30, 2017,
on the date such Reference Rate Advance shall be paid in full and on the Commitment Termination Date.


 


(b)              
Eurodollar Rate Advances. Each Eurodollar Rate Advance shall bear interest during its Interest Period equal to at
all times the Eurodollar Rate for such Interest Period plus the Applicable Margin for Eurodollar Rate Advances for such period.
The Borrower shall pay to the Administrative Agent for the ratable account of each Lender all accrued but unpaid interest on each
of such Lender’s Eurodollar Rate Advances on the last day of the Interest Period therefor (and in the case of a Eurodollar
Rate Advance with an Interest Period of more than three months’ duration, on each day prior to the last day of such Interest
Period that occurs at intervals of three months’ duration after the first day of such Interest Period), on the date any
Eurodollar Rate Advance is repaid, and on the Commitment Termination Date.


 


(c)               
Default Rate. Notwithstanding the foregoing, (i) upon the occurrence and during the continuance of an Event of Default
under Section 7.01(a) or Section 7.01(e), all Obligations shall bear interest, after as well as before judgment, at the Default
Rate and (ii) upon the occurrence and during the continuance of any Event of Default (other than an Event of Default addressed
in the foregoing clause (i)), upon the request of the Majority Lenders, all Obligations shall bear interest, after as well as
before judgment, at the Default Rate. Interest accrued pursuant to this Section 2.09(c) and all interest accrued but unpaid on
or after the Commitment Termination Date shall be due and payable on demand (and if no such demand is made, then due and payable
on the otherwise due dates provided herein or if no such due dates are provided herein on the last day of each calendar quarter).
Interest shall continue to accrue on the Obligations after the filing by or against any Loan Party of any petition seeking any
relief in bankruptcy or under any Debtor Relief Law.


 


Section
2.10         Illegality.
If any Lender in its good faith judgment shall notify the Borrower that, after the date hereof, the introduction of or any change
in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority
asserts that it is unlawful, for such Lender or its applicable Lending Office to perform its obligations under this Agreement
to make, maintain, or fund any Eurodollar Rate Advances of such Lender then outstanding hereunder, (a) the Borrower shall,
no later than 12:00 noon (Cleveland, Ohio, time) (i) if not prohibited by law, on the last day of the Interest Period for
each outstanding Eurodollar Rate Advance or (ii) if required by such notice, on the second Business Day following its receipt
of such notice, prepay all of the Eurodollar Rate Advances of such Lender then outstanding, together with accrued but unpaid interest
on the principal amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.11
as a result of such prepayment being made on such date, (b) such Lender shall simultaneously make a Reference Rate Advance
to the Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Rate Advances prepaid to such
Lender, and (c) the right of the Borrower to select Eurodollar Rate Advances from such Lender for any subsequent Borrowing
shall 


 




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be
suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist. Each Lender
agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to
designate a different Lending Office if the making of such designation would avoid the effect of this paragraph and would not,
in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.


 


Section
2.11         Breakage
Costs. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)               
any continuation, Conversion, payment or prepayment (including any deemed payment or repayment and any reallocated repayment
to Non-Defaulting Lenders provided for herein) of any Advance other than a Reference Rate Advance on a day other than the last
day of the Interest Period for such Advance (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
provided that, the Borrower shall not be required to compensate such Lender for any such loss, cost or expense incurred by it
as a result of any prepayment made by the Borrower pursuant to Section 2.05(c).


 


(b)              
any failure by the Borrower (for a reason other than the failure of such Lender to make an Advance) to prepay, borrow,
continue or Convert any Advance other than a Reference Rate Advance on the date or in the amount notified by the Borrower; or


 


(c)               
any assignment of an Eurodollar Rate Advance on a day other than the last day of the Interest Period therefor as a result
of a request by the Borrower pursuant to Section 2.15;


 


including
any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain such Advance, from fees payable to terminate the deposits from which such funds were obtained
or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 2.11, the requesting Lender shall be deemed to have funded the Eurodollar Rate Advances made by it at the Eurodollar
Base Rate used in determining the Eurodollar Rate for such Advance by a matching deposit or other borrowing in the offshore interbank
market for Dollars for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Advance was in fact
so funded.


 


Section
2.12         Increased
Costs.


 


(a)               
Increased Costs Generally. If any Change in Law shall:


 


(i)                
impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (or its applicable
Lending Office) (except any reserve requirement included in the Eurodollar Rate Reserve Percentage) or the Issuing Lender;


 


(ii)              
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 




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(iii)            
impose on any Lender (or its applicable Lending Office) or the Issuing Lender on the London interbank market any other
condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit
or participation therein; 


 


and the
result of any of the foregoing shall be to increase the cost to such Lender (or its applicable Lending Office) or such other Recipient
of making, Converting to, continuing or maintaining any loan or of maintaining its obligation to make or accept and purchase any
such loan, or to increase the cost to such Lender, the Issuing Lender or such other Recipient of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by such Lender (or its applicable Lending Office), the Issuing Lender or such
other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Issuing
Lender or such other Recipient, the Borrower will pay to such Lender, the Issuing Lender or such other Recipient, as the case
may be, such additional amount or amounts as will compensate such Lender, the Issuing Lender or such other Recipient, as the case
may be, for such additional costs incurred or reduction suffered.


 


(b)              
Capital/Liquidity Requirements. If any Lender or Issuing Lender determines that any Change in Law affecting such
Lender or Issuing Lender or any Lending Office of such Lender or such Lender’s or Issuing Lender’s holding company,
if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s
or Issuing Lender’s capital or on the capital of financial institutions generally, including such Lender’s or Issuing
Lender’s holding company or any corporation controlling such Lender or the Issuing Lender, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Advances made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender, the Issuing Lender, the corporation
controlling such Lender or the Issuing Lender, or such Lender’s or Issuing Lender’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies, the policies of
the corporation controlling such Lender or the Issuing Lender, and the policies of such Lender’s or Issuing Lender’s
holding company with respect to capital adequacy or liquidity), then from time to time within ten Business Days after written
demand by such Lender or the Issuing Lender, as the case may be, the Borrower shall pay to such Lender or Issuing Lender, such
additional amount or amounts as will compensate such Lender or the Issuing Lender, the corporation controlling such Lender or
the Issuing Lender, or such Lender’s or Issuing Lender’s holding company for any such reduction suffered.


 


(c)               
Certificate. Any Lender or Issuing Lender claiming compensation under this Section 2.12 shall furnish to the Borrower
and the Administrative Agent a statement setting forth the additional amount or amounts necessary to compensate such Lender as
specified in paragraphs (a) and (b) of this Section 2.12 hereunder which shall be determined by such Lender in good faith and
which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging
and attribution methods. The Borrower shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on
any such certificate within 10 Business Days after receipt thereof.


 


(d)              
Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant
to this Section 2.12 shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this
Section 2.12 for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender or
Issuing Lender, as the case may be, notifies the Borrower and the Administrative Agent of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim compensation


 




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therefor
(except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to include the period of retroactive effect thereof).


 


Section
2.13         Payments
and Computations.


 


(a)               
Payments. All payments of principal, interest, and other amounts to be made by the Borrower under this Agreement
and other Loan Documents shall be made to the Administrative Agent in Dollars and in immediately available funds, without setoff,
deduction, or counterclaim.


 


(b)              
Payment Procedures. The Borrower shall make each payment under this Agreement and under the Notes not later than
12:00 noon (Cleveland, Ohio time) on the day when due in Dollars to the Administrative Agent at the location referred to
in the Notes (or such other location as the Administrative Agent shall designate in writing to the Borrower) in same day funds
and, as to payments of principal, accompanied by a notice of optional payment from the Borrower, with appropriate insertions and
executed by a Responsible Officer of the Borrower. The Administrative Agent will promptly thereafter, and in any event prior to
the close of business on the day any timely payment is made, cause to be distributed like funds relating to the payment of principal,
interest or fees ratably (other than amounts payable solely to the Administrative Agent or a specific Lender pursuant to Sections
2.10, 2.11, 2.12, 2.14, 2.15, and 9.02 and such other provisions herein which expressly provide for payments to a specific Lender,
but after taking into account payments effected pursuant to Section 7.04) in accordance with each Lender’s applicable pro
rata share to the Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment
of any other amount payable to any Lender to such Lender for the account of its applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon receipt of other amounts due solely to the Administrative Agent,
the Issuing Lender or a specific Lender, the Administrative Agent shall distribute such amounts to the appropriate party to be
applied in accordance with the terms of this Agreement.


 


(c)               
Non-Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation
of payment of interest or fees, as the case may be; provided that if such extension would cause payment of interest on
or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next
preceding Business Day.


 


(d)              
Computations. Computations of interest shall be made by the Administrative Agent on the basis of, (a) with respect
to Eurodollar Rate Advances and Reference Rate Advances based on the Federal Funds Rate and the Eurodollar Rate, a year of 360
days and (b) with respect to Reference Rate Advances based on the Reference Rate, a year of 365/366 days, and (c) with respect
to of all other interest and fees, on the basis of a year of 360 days, in each case, for the actual number of days (including
the first day, but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination
by the Administrative Agent of an amount of interest or fees shall be conclusive and binding for all purposes, absent manifest
error.


 


(e)               
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Advances or other Obligations hereunder resulting in such
Lender receiving payment of a proportion of the aggregate amount of its Advances and accrued but unpaid interest thereon or other
such Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion
shall (a) notify the Administrative Agent of such fact, and (b) take an assignment of, or purchase participations in,
(in any event, for cash at face value) the Advances and such other Obligations


 




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of
the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of and accrued but unpaid interest on their respective
Advances and other amounts owing them; provided that:


 


(i)                
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 


(ii)              
the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of
a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation
in any of its Advances or participations in Letter of Credit Exposure to any assignee or participant, other than to the Borrower
or any Subsidiary, or any Affiliate of any of the foregoing (as to which the provisions of this paragraph shall apply).


 


Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirement, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the
amount of such participation.


 


Section
2.14         Taxes.


 


(a)               
Issuing Lender. For purposes of this Section 2.14, the term “Lender” includes any Issuing Lender and
the term “applicable Legal Requirement” includes FATCA.


 


(b)              
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by applicable Legal Requirement. If
any applicable Legal Requirement requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable Legal Requirement and, if such Tax is
an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


(c)               
Payment of Other Taxes by Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with applicable Legal Requirement, or at the option of the Administrative Agent timely reimburse it for the payment
of, any Other Taxes.


 


(d)              
Indemnification by Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of
such payment or liability delivered to the Borrower by a Lender (with a


 




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copy
to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.


 


(e)               
Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties
to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07 relating
to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall
be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any
other source against any amount due to the Administrative Agent under this paragraph (e).


 


(f)               
Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority
pursuant to this Section 2.14, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(g)               
Status of Lenders.


 


(i)                
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
Legal Requirement or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other
than such documentation set forth in Section 2.14(g)(ii)(A) and (ii)(B) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


(ii)              
Without limiting the generality of the foregoing in the event that the Borrower is a U.S. Person,


 


(A)            
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 




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(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable: (i) in the case of a Foreign Lender claiming the benefits of an income tax treaty
to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS
Form W-8BEN-E (or IRS Form W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax
pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under
any Loan Document, IRS Form W-8BEN-E (or IRS Form W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(ii) executed copies of IRS Form W-8ECI; (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that
such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form
W-8BEN-E (or IRS Form W-8BEN, as applicable); or (iv) to the extent a Foreign Lender is not the beneficial owner, executed copies
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or IRS Form W-8BEN, as applicable), a U.S. Tax Compliance
Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents
from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;


 


(C)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of any other form prescribed by applicable Legal Requirement as a basis for claiming exemption from or
a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable Legal Requirement to permit the Borrower or the Administrative Agent to determine the withholding or deduction required
to be made; and


 


(D)            
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the
time or times prescribed by Legal Requirement and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable Legal Requirement (including as prescribed by Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any 


 




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amendments
made to FATCA after the date of this Agreement.


 


Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability
to do so.


 


(h)              
Treatment of Certain Refunds. If any party determines, in its sole discretion, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts pursuant
to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 


(i)                
Survival. Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


Section
2.15         Mitigation
Obligations; Replacement of Lenders.


 


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires the
Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a
different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future, and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)              
Replacement Lender. If any Lender requests compensation under Section 2.12 or notifies the Borrower of its
inability to make, maintain, or fund any Eurodollar Rate Advances pursuant to Section 2.10, or if the Borrower is required
to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.14 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance
with Section 2.15(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense
and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate,


 




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without
recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its
interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under
this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:


 


(i)                
As to assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee
(if any) specified in Section 9.07, unless such fee has been waived by the Administrative Agent;


 


(ii)              
such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Advances and
participations in Letter of Credit Obligations, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.11) from the assignee (to the
extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts);


 


(iii)            
in the case of any such assignment resulting from a claim for compensation under Section 2.12 or such Lender’s inability
to make, maintain or fund Eurodollar Rate Advances pursuant to Section 2.10 or payments required to be made pursuant to Section
2.14, such assignment will result in a reduction in such compensation or payments thereafter; 


 


(iv)            
such assignment does not conflict with any applicable Legal Requirement; and


 


(v)              
with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or release with respect
to this Agreement or any other Loan Document has been approved by the Required Lenders, and such agreement, amendment, waiver,
consent or release can be effected as a result of such assignment (and, if applicable, one or more other assignments) contemplated
by this Section.


 


A Lender
shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply.
Solely for purposes of effecting any assignment involving a Defaulting Lender or Non-Consenting Lender under this Section 2.15
and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative
Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of
such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is a Defaulting
Lender or Non-Consenting Lender and such Lender shall be bound thereby as fully and effectively as if such Lender had personally
executed, acknowledged and delivered the same.


 


Section
2.16         Defaulting
Lender.


 


(a)               
Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Legal Requirement:


 


(i)                
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the definition of Majority Lenders and the definition of Required
Lenders.


 




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(ii)              
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.04 shall be applied at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting
Lender to the Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lender’s Fronting Exposure with
respect to such Defaulting Lender in accordance with Section 2.07), if any, with respect to such Defaulting Lender; fourth,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance hereunder in respect
of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s current or potential future funding obligations with respect to
Advances under this Agreement and (y) Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.07; sixth,
to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Advances or Letter of Credit Obligations in respect of which such Defaulting Lender
has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a
time when the conditions set forth in Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Advances
of, and Letter of Credit Obligations owed to, all Non-Defaulting Lenders on the applicable pro rata basis prior to being applied
to the payment of any Advances of, or Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Advances
and funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the
applicable Commitments without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 2.16 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)            
Certain Fees.


 


(A)            
No Defaulting Lender shall be entitled to receive any commitment fee for any period during which that Lender is a Defaulting
Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender).


 


(B)             
Each Defaulting Lender shall be entitled to receive fees under Section 2.08(b) for any period during which that Lender
is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which
it has provided Cash Collateral pursuant to Section 2.07.


 


(C)             
With respect to any fee under Section 2.08(b) not required to be paid to any Defaulting Lender pursuant to clause (A) or
(B) above, the Borrower shall (x) pay to each Non-


 




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Defaulting
Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s
participation in Letter of Credit Exposure that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below,
(y) pay to the Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to
the Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of
any such fee.


 


(iv)            
Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation
in Letter of Credit Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro
Rata Share (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions
set forth in Section 3.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified
the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (y) such reallocation does not cause the aggregate Credit Exposure of any Non-Defaulting Lender to
exceed such Non-Defaulting Lender’s Commitment then in effect. Subject to Section 9.29, no reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


(v)              
Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected,
the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Legal Requirement, Cash Collateralize
the Issuing Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.07.


 


(b)              
Defaulting Lender Cure. If the Borrower, the Administrative Agent, and the Issuing Lender agree in writing that
a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to
any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the
other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances and funded
and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without
giving effect to Section 2.16(a)(iv), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was
a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender. Notwithstanding the above, the Borrower’s and the Administrative
Agent’s right to replace a Defaulting Lender pursuant to this Agreement shall be in addition to, and not in lieu of, all
other rights and remedies available to the Borrower or the Administrative Agent against such Defaulting Lender under this Agreement,
at law, in equity or by statute.


 


(c)               
Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue,
extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect
thereto.


 


ARTICLE
III

CONDITIONS


 






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Section
3.01         Conditions
to Closing and Initial Borrowing. The Existing Credit Agreement shall be amended and restated in its entirety as set forth
herein and this Agreement shall become effective upon the occurrence of the following conditions precedent:


 


(a)               
Documentation. The Administrative Agent shall have received the following duly executed by all the parties thereto,
in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable,
in sufficient copies for each Lender:


 


(i)                
this Agreement, a Note payable to each Lender in the amount of such Lender’s Maximum Credit Amount, if requested
by such Lender, the Guaranty, the Security Agreement, and Mortgages encumbering (A) at least 95% (by value) of the Proven Reserves
and the Oil and Gas Properties relating thereto, (B) 90% (by value) of the Loan Parties’ other Specified Properties, and
(C) 100% (by value) of the Original Mortgaged Properties;


 


(ii)              
Transfer Letters executed in blank by the applicable Loan Parties (in such number as requested by the Administrative Agent);


 


(iii)            
Account Control Agreements to the extent required under Section 5.17;


 


(iv)            
(A) a favorable opinion of the Loan Parties’ counsel dated as of the date of this Agreement and (B) local counsel
opinions in such jurisdictions where Mortgages need to be filed in order to comply with the requirements of Section 5.08, in each
case, covering matters as the Administrative Agent may reasonably request;


 


(v)              
copies, certified as of the date of this Agreement by a Responsible Officer of each Loan Party of (A) the resolutions
of the Board of Directors (or other applicable governing body) of such Loan Party approving the Loan Documents to which it is
a party, (B) the partnership agreement, articles or certificate of incorporation, or certificate of formation (as applicable)
and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such Loan
Party, and (C) all other documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect
to the Loan Documents to which such Loan Party is a party;


 


(vi)            
certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such
Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party;


 


(vii)          
appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other
documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral;


 


(viii)        
certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed
in blank for each such certificate;


 


(ix)            
insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent;


 


(x)              
certificates of good standing for each Loan Party in each state in which each such Person is organized, which certificate
shall be (A) dated a date not sooner than 30 days prior to the date of this Agreement (or such earlier date as agreed to by the
Administrative Agent) and (B) otherwise effective on the Closing Date; and


 




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(xi)            
a solvency certificate dated as of the date of this Agreement from a Responsible Financial Officer of the Borrower in substantially
the form attached as Exhibit K.


 


(b)              
Payment of Fees. On the date of this Agreement, the Borrower shall have paid (i) the fees required by Section 2.08(c),
(ii) the upfront fees payable on the Closing Date to the Administrative Agent for the account of each Lender in an aggregate amount
equal to 0.50% of each such Lender’s Commitment and (iii) all costs and expenses payable pursuant to Section 9.01(a)
to the extent invoices for such fees, costs, and expenses have been presented to the Borrower at least two Business Days prior
to the Closing Date (it being understood that this Section 3.01(b) may be satisfied concurrently with the initial funding of Advances
under this Agreement).


 


(c)               
Financial Information. The Lenders shall have received (i) a copy of the annual audit report for the Borrower and
its consolidated Subsidiaries for the fiscal year ending December 31, 2016, including therein the Borrower’s and its consolidated
Subsidiaries’ consolidated balance sheet as of the end of such fiscal year and the Borrower’s and its consolidated
Subsidiaries’ consolidated statement of income, cash flows, and retained earnings, in each case certified by an Acceptable
Accountant, (ii) the Initial Engineering Report in form and substance satisfactory to the Administrative Agent, (iii) a balance
sheet of the Borrower and its Subsidiaries assuming emergence from bankruptcy on April 28, 2017, giving pro forma effect to Borrowings
in amount equal to $0.00 on the Closing Date (it being agreed and understood that the opening balance sheet attached to the approved
Disclosure Statement shall be deemed satisfactory to the Lenders), and (iv) projections prepared by management of the Borrower,
of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date
and on an annual basis for the fiscal year ending December 31, 2018.


 


(d)              
Security Instruments. The Administrative Agent shall have received all appropriate evidence required by the Administrative
Agent necessary to determine that the Administrative Agent (for its benefit and the benefit of the Secured Parties) shall have
made arrangements for an Acceptable Security Interest in the Collateral (which shall include, without duplication, (i) at least
95% (by value) of the Loan Parties’ Proven Reserves and the Oil and Gas Properties relating thereto, (ii) 90% (by value)
of the Loan Parties’ other Specified Properties, and (iii) 100% (by value) of the Original Mortgaged Properties, and (iv)
that all actions or filings necessary to protect, preserve and validly perfect such Liens have been made or arrangements have
been made so that such Liens can be made, taken or obtained, as the case may be, and are in full force and effect.


 


(e)               
Title. Since June 30, 2016, the Administrative Agent shall not have become aware (i) of any material title defects
arising since such date or (ii) that any title diligence materials reviewed by the Administrative Agent (or counsels thereto)
prior to such date were inaccurate in any material respect, in the case of clauses (i) and (ii), to the extent the BB Value attributable
to such affected properties exceeds, in the aggregate, 5% of the initial Borrowing Base as set forth in Section 2.02(a); provided
however, any defects or inaccuracies remedied upon effectiveness of and pursuant to, the Plan of Reorganization shall not count
towards such 5%.


 


(f)               
Material Adverse Effect. No event or circumstance that has had or could reasonably be expected to cause a Material
Adverse Effect shall have occurred, either individually or in the aggregate, since April 28, 2017.


 


(g)               
No Proceeding or Litigation; No Injunctive Relief. There shall be no adversary proceeding pending in the Bankruptcy
Court, or litigation commenced outside of the Chapter 11 Cases that is not stayed pursuant to section 362 of the Bankruptcy Code,
seeking to enjoin or prevent the financing or the transactions contemplated herein.


 




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(h)              
Consents, Licenses, Approvals, etc.


 


(i)                
The Administrative Agent shall have received true copies (certified to be such by the Loan Parties or other appropriate
party) of all material governmental and third party consents, licenses, and approvals necessary (as determined in the reasonable
discretion of the Administrative Agent) in connection with this Agreement and the transactions contemplated hereby and all such
consents, licenses, and approvals shall be in full force and effect.


 


(ii)              
The Administrative Agent shall have received true copies (certified to be such by the Loan Parties or other appropriate
party) of all authorizations, consents, and regulatory approvals required, if any, in connection with the consummation of the
Plan of Reorganization.


 


(i)                
USA Patriot Act. The Administrative Agent and the Lenders shall have received (at least three (3) Business Days
prior to Closing Date to the extent requested at least ten (10) Business Days prior to the Closing Date, unless the facts related
thereto were not disclosed to the Administrative Agent prior to such 10th Business Day), and be reasonably satisfied
in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”
and anti-money laundering rules and regulations, including, but not restricted to, the Patriot Act.


 


(j)                
Credit Exposure. The Administrative Agent shall be satisfied that the Loan Parties have utilized all net cash proceeds
received pursuant to clause (k) below and all other unrestricted cash (it being understood that cash subject to an Account Control
Agreement shall not be considered restricted for purposes of this clause (j)) existing on the balance sheet as of the Closing
Date to reduce the Credit Exposure; provided that the Loan Parties may maintain a Consolidated Cash Balance of no greater than
the Consolidated Cash Balance Limit.


 


(k)              
Equity Proceeds. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative
Agent that (x) each of the holders of the Existing Notes shall have exchanged their Existing Notes for a pro rata share of common
equity issued by the Borrower and (y) the Borrower has received common equity proceeds in an aggregate amount of not less than
$200,000,000.


 


(l)                
[Reserved].


 


(m)            
Capital Structure. The Borrower’s capital structure and financing plan shall be satisfactory to the Administrative
Agent (it being agreed and understood that the capital structure and financing plan contemplated by and as set forth in the Plan
of Reorganization (and any amendments or other modifications thereto in form and substance reasonably acceptable to the Administrative
Agent and the Majority Lenders) is deemed satisfactory to the Administrative Agent).


 


(n)              
Conditions. The Administrative Agent shall have received a certificate executed by a Responsible Officer of the
Borrower certifying that the conditions set forth in this Section 3.01 (other than conditions requiring a determination by the
Administrative Agent or the Lenders) have been met.


 


(o)              
[Reserved].


 


(p)              
Confirmation of Reorganization. The Bankruptcy Court shall have entered an Order (the “Confirmation Order”)
confirming the Plan of Reorganization (and any amendments or other modifications thereto in form and substance reasonably acceptable
to the Administrative Agent and the Majority Lenders) in form and substance reasonably acceptable to the Administrative Agent
and the Majority Lenders, and such Order shall be a Final Order. The Confirmation Order shall authorize and


 




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approve
the Credit Extensions under this Agreement and the other Loan Documents and the performance of the Borrower and the Guarantors’
obligations hereunder and thereunder.


 


(q)              
Other Reorganization Actions. All other actions, documents, and agreements necessary to implement the Plan of Reorganization
shall have been (or, to the extent contemplated by the Plan of Reorganization to occur after the effective date of the Plan of
Reorganization, shall, as soon as reasonably practicable after such effective date, be) effected or executed and delivered, as
the case may be, including the final forms of the documents contained in the Plan of Reorganization, to the required parties and,
to the extent required, filed with the applicable Governmental Units in accordance with applicable Legal Requirements, and all
such documents and agreements shall be reasonably acceptable to the Administrative Agent and the Majority Lenders, solely as to
provisions that could be reasonably expected to affect the Lenders’ rights, claims, recoveries, and/or obligations.


 


(r)                
Plan of Reorganization Conditions. Each of the conditions to effectiveness listed in the Plan of Reorganization
shall have been, or concurrently on the Closing Date shall be, satisfied and shall be in full force and effect or waived in accordance
with the provisions thereof.


 


(s)               
Firm Transportation Contracts. The Administrative Agent and the Lenders shall be reasonably satisfied with the Loan
Parties’ firm transportation contracts, as such contracts may be assumed, rejected, or amended prior to the Closing Date
(the “Firm Transportation Contracts”).


 


(t)                
Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing duly executed by the Borrower
in connection with any Borrowing to be made on the Closing Date.


 


(u)              
Matters Relating to Flood Hazard Properties. With respect to each parcel of real property improved by a Building
or Manufactured (Mobile) Home subject to a Structure Mortgage, the Administrative Agent shall have received (A) a “life
of loan” flood hazard certification from the National Research Center, or any successor agency thereto and, (B) if such
parcel of real property is located in a special flood hazard area:


 


(i)                
notices to (and confirmation of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable,
the unavailability of flood hazard insurance under the National Flood Insurance Program because the community does not participate
in the National Flood Insurance Program; and


 


(ii)              
to the extent flood hazard insurance is available in the community in which the real property is located, a copy of one
of the following: (w) the flood hazard insurance policy, (x) the Borrower’s application for a flood hazard insurance policy,
together with proof of payment of the premium associated therewith, (y) a declaration page confirming that flood hazard insurance
has been issued to the Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Administrative Agent.


 


Section
3.02         Conditions
Precedent to All Borrowings. The obligation of each Lender to make an Advance on the occasion of each Borrowing and of the
Issuing Lender to issue, increase, or extend any Letter of Credit and of any reallocation of Letter of Credit Exposure provided
in Section 2.16 shall be subject to the further conditions precedent that on the date of such Borrowing or the date of the issuance,
increase, or extension of such Letter of Credit or such reallocation:


 


(a)               
the representations and warranties contained in Article IV of this Agreement and the representations and warranties
contained in the Security Instruments, the Guaranty, and each of the other


 




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Loan
Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Change in
the text thereof, in which case, such representations and warranties shall be true and correct in all respects) on and as of the
date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit, before and after giving effect
to such Borrowing or to the issuance, increase, or extension of such Letter of Credit and to the application of the proceeds from
such Borrowing, as though made on and as of such date except to the extent that any such representation or warranty expressly
relates solely to an earlier date, in which case it shall have been true and correct in all material respects (unless already
qualified by materiality or Material Adverse Change in the text thereof, in which case, such representations and warranties shall
be true and correct in all respects) as of such earlier date;


 


(b)              
no Default has occurred and is continuing or would result from such Borrowing or from the application of the proceeds therefrom,
or would result from the issuance, increase, or extension of such Letter of Credit;


 


(c)               
in the good faith reasonable expectation of the certifying Responsible Officer of the Borrower and as certified to such
in the applicable Notice of Borrowing, or Letter of Credit Application (i) the Borrower intends to apply the proceeds of such
Credit Extension in such a manner that, and (ii) after giving effect to the making of such Credit Extension and the application
of the proceeds thereof, the pro forma Consolidated Cash Balance as of the end of the next Business Day following the Business
Day on which such Credit Extension is to be made will not exceed the Consolidated Cash Balance Limit;


 


(d)              
the Borrower and its Subsidiaries shall have entered into commodity Hedge Contracts hedging notional volumes equal to at
least (x) the Required Hedge Percentage of the production of natural gas and (y) the Required Hedge Percentage of the
production of oil, in each case, from the PDP Reserves as set forth in the most recently delivered Engineering Report for each
month from the date of such Borrowing or the date of the issuance, increase, or extension of such Letter of Credit or the date
of the reallocation of Letter of Credit Exposure until the date that is two years after the Closing Date; provided that this clause
(d) shall not be required on and after December 31, 2018. For purposes of this clause (d), the “Required Hedge Percentage”
shall mean the lesser of (A) 50% and (B) an amount (expressed as a percentage) equal to (1) the aggregate Credit Exposure (after
giving pro forma effect to the Borrowing) over (2) the aggregate Commitments; provided that, the Required Hedge Percentage
shall not exceed the limitations set forth in Section 6.15; and


 


(e)               
after giving effect to the making of such Credit Extension, the Borrower would be in compliance with the financial covenant
in Section 6.17(a) as of the most recent fiscal quarter end for which financial statements have been delivered to the Administrative
Agent after giving pro forma effect to such Credit Extension (which calculation, for the avoidance of doubt, uses outstanding
Indebtedness on the date of such Credit Extension, including such Credit Extension, and EBITDAX as of such fiscal quarter end);
provided that this clause (e) shall not apply to the initial Advances to be made on the Closing Date (if any) nor to any Advance
made prior to the delivery of financial statements pursuant to Section 5.06(b) with respect to the fiscal quarter ending September
30, 2017.


 


Each
of: (i) the giving of the applicable Notice of Borrowing or Letter of Credit Application, (ii) the acceptance by the Borrower
of the proceeds of any Borrowing, (iii) the issuance, increase, or extension of such Letter of Credit, and (iv) the reallocation
of the Letter of Credit Exposure, shall constitute a representation and warranty by the Borrower that on the date of any Borrowing,
such issuance, increase, or extension of such Letter of Credit or such reallocation, as applicable, that the foregoing conditions
precedent have been met.


 




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ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


Each
Loan Party represents and warrants as follows:


 


Section
4.01         Existence;
Subsidiaries. (a) the Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware;
(b) the Borrower is in good standing and qualified to do business in each jurisdiction where its ownership or lease of Property
or conduct of its business requires such qualification, except where the failure to be so in good standing and qualified could
not reasonably be expected to result in a Material Adverse Change; and (c) each Guarantor is duly organized, validly existing,
and in good standing under the laws of its jurisdiction of organization or formation and in good standing and qualified to do
business in each jurisdiction where its ownership or lease of Property or conduct of its business requires such qualification,
except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Change. As of the
date hereof, the Borrower has no Subsidiaries other than those identified in Schedule 4.01.


 


Section
4.02         Power;
No Conflicts. The execution and delivery by each Loan Party and each Subsidiary thereof of the Loan Documents to which each
such Person is a party, in accordance with their respective terms and the Credit Extensions hereunder do not and will not, by
the passage of time, the giving of notice or otherwise, (a) violate any Legal Requirement relating to any Loan Party or any Subsidiary
thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other
organizational documents of any Loan Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a
default under any material indenture, material agreement or other material instrument to which such Person is a party or by which
any of its properties may be bound or any Governmental Approval relating to such Person, or (d) result in or require the creation
or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted
Liens. The performance by each Loan Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party,
in accordance with their respective terms and the transactions contemplated hereby or thereby (other than the Credit Extensions)
do not and will not, by the passage of time, the giving of notice or otherwise, (a) violate any Legal Requirement relating to
any Loan Party or any Subsidiary thereof except where such violation could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Change, (b) conflict with, result in a breach of or constitute a default under the articles
of incorporation, bylaws or other organizational documents of any Loan Party or any Subsidiary thereof, (c) conflict with, result
in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by
which any of its properties may be bound or any Governmental Approval relating to such Person except where such conflict, breach
or default could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (d)
result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired
by such Person other than Permitted Liens.


 


Section
4.03         Authorization
and Approvals. No consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental
Authority or any other Person is required for the due execution, delivery, and performance by any Loan Party that is a party to
this Agreement, the Notes, or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby,
except for (a) the filing of UCC-1 Financing Statements and the recordation of the Mortgages in the appropriate state and county
filing offices, (b) those consents and approvals that have been obtained or made on or prior to the date hereof and that are in
full force and effect, and (c) such consents, orders, authorizations, approvals, notices or filings required in connection 


 




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with
the operation of the business of the Loan Parties the failure to obtain of which could not reasonably be expected to be adverse
in any material respect to any Secured Party or to result in a material liability of any Loan Party. At the time of each Credit
Extension, provided that the filings above have been duly consummated, no authorization or approval or other action by,
and no notice to or filing with, any Governmental Authority will be required for such Credit Extension or the use of the proceeds
of such Credit Extension.


 


Section
4.04         Enforceable
Obligations. This Agreement, the Notes, and the other Loan Documents to which any Loan Party is a party have been duly executed
and delivered by such Loan Parties. Each Loan Document is the legal, valid, and binding obligation of the Borrower and each Guarantor
which is a party to it enforceable against the Borrower and each such Guarantor in accordance with its terms, except as such enforceability
may be limited by any applicable Debtor Relief Laws.


 


Section
4.05         Financial
Condition and Financial Statements.


 


(a)               
The Borrower has delivered to the Administrative Agent and the Lenders financial information delivered pursuant to Section
3.01. All financial statements delivered pursuant to Section 3.01 or Section 5.06 are (or will be when delivered) complete and
correct in all material respects and fairly present in all material respects on a consolidated basis the assets, liabilities and
financial position of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial
position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence
of footnotes from unaudited financial statements), in each case, in accordance with GAAP. All such financial statements, including
the related schedules and notes thereto, have been (or will have been when delivered) prepared in accordance with GAAP. Such financial
statements show (or will show when delivered) all material indebtedness and other material liabilities, direct or contingent,
of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and
Indebtedness, in each case, to the extent required to be disclosed under GAAP. All pro forma financial statements and projections
delivered pursuant to Section 3.01 or Section 5.06 were (or will be when delivered) prepared in good faith on the basis of the
assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except that such
financial projections and pro forma statements shall be subject to normal year end closing and audit adjustments (it being recognized
by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods covered
by such projections may vary from such projections).


 


(b)              
Since the Closing Date, no event or circumstance that has had or could reasonably be expected to cause a Material Adverse
Change has occurred.


 


Section
4.06         True and
Complete Disclosure. All written information (excluding estimates, projections, other projected financial information, forward
looking statements and information of a general economic or industry nature) heretofore or contemporaneously furnished by or on
behalf of the Borrower and its Subsidiaries in writing to any Lender or the Administrative Agent for purposes of or in connection
with this Agreement, any other Loan Document or any transaction contemplated hereby or thereby is, and all other such factual
information (excluding estimates, projections, other projected financial information, forward looking statements and information
of a general economic or industry nature) hereafter furnished by or on behalf of the Borrower and its Subsidiaries in writing
to the Administrative Agent or any of the Lenders was or shall be, when taken as a whole and as modified or supplemented by other
information so furnished, true and accurate in all material respects on the date as of which such information was or is dated
or certified and did not or does not contain, when taken as a whole, any untrue statement of a material fact or omit, when taken
as a whole, to state any material fact necessary to make the statements contained therein not misleading in any material respect
at such time. 


 




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All
projections, estimates, and pro forma financial information furnished by any Loan Party were prepared in good faith on the basis
of the assumptions believed in good faith to be reasonable at the time made, which assumptions are believed to be reasonable in
light of then existing conditions except that such financial projections and statements shall be subject to normal year end closing
and audit adjustments (it being recognized by the Lenders that projections are not to be viewed as facts or a guarantee of future
performance, are subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties’ control
and that the actual results during the period or periods covered by such projections may vary from such projections and such variations
may be material).


 


Section
4.07         Litigation;
Compliance with Laws.


 


(a)               
There is no pending or, to the knowledge of any Loan Party, threatened in writing action or proceeding affecting any Loan
Party or Subsidiary thereof before any court, Governmental Authority or arbitrator which could reasonably be expected to cause
a Material Adverse Change other than as set forth in Schedule 4.07 or which purports to affect the legality, validity,
binding effect or enforceability of this Agreement, any Note, or any other Loan Document. As of the Closing Date and the date
hereof (and after giving effect to the effective date of the Plan of Reorganization), there is no pending or, to the knowledge
of any Loan Party, threatened in writing action or proceeding instituted against any Loan Party or any Subsidiary thereof which
seeks to adjudicate any Loan Party or any Subsidiary thereof as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any Debtor Relief Law, or seeking the entry
of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part
of its Property.


 


(b)              
Each Loan Party and each Subsidiary thereof have complied in all respects with all statutes, rules, regulations, orders
and restrictions of any Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership
of their respective Property except where such failure to comply could not reasonably be expected to result in a Material Adverse
Change.


 


Section
4.08         Use of
Proceeds. The proceeds of any Credit Extension will be used by the Borrower for the purposes described in Section 5.09. No
Loan Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for
the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined
or used, directly or indirectly, in Regulation U). No Loan Party nor any Subsidiary thereof (a) is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U) or (b) will
use any proceeds for the purpose of purchasing or carrying any margin stock or for any other purpose which would constitute this
transaction a “purpose credit”.


 


Section
4.09         Investment
Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investment
company” (as each such term is defined or used in the Investment Company Act of 1940) and no Loan Party nor any Subsidiary
thereof is, or after giving effect to any Credit Extension will be, subject to any other applicable Legal Requirement which limits
its ability to incur or consummate the transactions contemplated hereby to the extent such limitations are applicable.


 


Section
4.10         Taxes.


 


(a)               
Reports and Payments. All federal and all other material Returns (as defined below in clause (b) of this Section)
required to be filed by or on behalf of any Loan Party (or with respect to the assets or activities thereof, in the case of any
Loan Party that is disregarded as separate from its owner for applicable Tax purposes) or any member of a group that joins in
the filing of a consolidated, unitary, combined, affiliated or similar Tax group that includes a Loan Party (hereafter collectively
called the


 




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“Tax
Group”) have been duly filed on a timely basis or appropriate extensions have been obtained and such Returns are and
will be true, complete and correct in all material respects; and all material Taxes payable with respect to the periods covered
by such Returns or on subsequent assessments with respect thereto or otherwise have or will be paid in full on a timely basis,
except in each case to the extent of Taxes that are being diligently contested in good faith and reserves have been made in accordance
with GAAP. The reserves for accrued Taxes reflected in the financial statements delivered to the Lenders under this Agreement
are adequate in the aggregate for the payment of all unpaid Taxes, whether or not disputed, for the period ended as of the date
thereof and for any period prior thereto, and for which the Tax Group may be liable in its own right, as withholding agent or
as a transferee of the assets of, or successor to, any Person.


 


(b)              
Returns Definition. “Returns” in this Section 4.10 shall mean any U.S. federal, state, or local report,
declaration of estimated Tax, information statement or return relating to, filed, or required to be filed in connection with,
any Taxes, including any information return or report with respect to backup withholding or other payments of third parties.


 


Section
4.11         ERISA
and Employee Matters. Except as could not reasonably be expected to result in a Material Adverse Change, (a) all Pension Plans
are in compliance with all applicable provisions of ERISA and the Code, (b) no Termination Event has occurred or is reasonably
expected to occur, and (c) there has been no excise tax imposed under Section 4971 of the Code against any Loan Party. Based
upon GAAP existing as of the date of this Agreement and current factual circumstances, to the knowledge of the Loan Parties, the
annual cost during the term of this Agreement to the Loan Parties for post-retirement benefits to be provided to the current and
former employees of any Loan Party under Employee Benefit Plans that are welfare benefit plans (as defined in Section 3(1)
of ERISA) could not, in the aggregate, reasonably be expected to cause a Material Adverse Change. Except as could not reasonably
be expected to result in a Material Adverse Change, to the knowledge of the Borrower, there are no pending or threatened in writing
strikes, work stoppages or other collective labor disputes involving its employees or those of its Subsidiaries.


 


Section
4.12         Condition
and Maintenance of Property; Casualties. Each Loan Party and each Subsidiary thereof has good and indefeasible title to all
of its material Properties (other than Oil and Gas Properties, which are addressed in Section 4.23) (“Other Properties”),
free and clear of all Liens except for Permitted Liens. The Other Properties used or to be used in the continuing operations of
each Loan Party and each Subsidiary thereof are in good repair, working order and condition, normal wear and tear excepted. Since
the Closing Date, neither the business nor the Other Properties of each Loan Party and each Subsidiary thereof, taken as a whole,
has been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident,
strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, Permits, or concessions
by a Governmental Authority, riot, activities of armed forces, or acts of God or of any public enemy (except to the extent such
event is covered by insurance sufficient to ensure that upon application of the proceeds thereof), which effect could reasonably
be expected to cause a Material Adverse Change.


 


Section
4.13         Compliance
with Agreements; No Defaults.


 


(a)               
Neither the Borrower nor any Subsidiary of the Borrower is a party to any indenture, loan, or credit agreement or any lease
or other agreement or instrument or subject to any charter or corporate restriction or provision of applicable Legal Requirement
that could reasonably be expected to result in a Material Adverse Change. No Loan Party or Subsidiary thereof is in default in
any material respect under or with respect to any contract, agreement, lease, or other instrument to which a Loan Party or Subsidiary
thereof is a party which is continuing and which, if not cured, could reasonably be expected to result in a Material Adverse Change.


 




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(b)              
No Default has occurred and is continuing.


 


Section
4.14         Environmental
Condition.


 


(a)               
Permits, Etc. Each Loan Party and each Subsidiary thereof (i) have obtained all Environmental Permits necessary
for the ownership and operation of their respective Properties and the conduct of their respective businesses; (ii) have
at all times been and are in compliance with all terms and conditions of such Environmental Permits and with all other requirements
of applicable Environmental Laws; (iii) have not received notice of any violation or alleged violation of any Environmental
Law or Environmental Permit; and (iv) are not subject to any pending or, to the Borrower’s knowledge, threatened in
writing Environmental Claim, except, in each case above, that could not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Change.


 


(b)              
Certain Liabilities. None of the presently or previously owned or operated Property of any Loan Party or of any
of their current or, to any Loan Party’s knowledge, former Subsidiaries, wherever located, (i) has been placed on the
National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state
or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, or any other Response under any Environmental Laws which, individually or in the aggregate,
has resulted in or could reasonably be expected to result in a Material Adverse Change; (ii) is subject to a Lien arising
under or in connection with any Environmental Laws that attaches to any revenues or to any Property currently owned, leased or
operated by the Borrower or any of the Guarantors, wherever located, which could, individually or in the aggregate, reasonably
be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Materials from present
or past operations which has caused at the site or at any third party site any condition that, individually or in the aggregate,
has resulted in or could reasonably be expected to result in the need for a Response that would, individually or in the aggregate,
reasonably be expected to cause a Material Adverse Change.


 


(c)               
Certain Actions. Without limiting the foregoing, (i) all necessary notices have been properly filed, and no
further action is required under current Environmental Law as to each Response or other restoration or remedial project undertaken
by any Loan Party or any Subsidiary thereof on any of their presently or formerly owned, leased or operated Property, except as
could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and (ii) there are
no facts, circumstances, conditions or occurrences with respect to any Property owned, leased or operated by any Loan Party or
any Subsidiary thereof that could reasonably be expected to form the basis of an Environmental Claim under Environmental Laws
that could reasonably be expected to result in a Material Adverse Change.


 


Section
4.15         Permits,
Licenses, Etc. Each Loan Party and each Subsidiary thereof possesses all authorizations, Permits, and licenses which are material
to the conduct of their business, except to the extent the failure to do so could not reasonably be expected to result in a Material
Adverse Change. Each Loan Party and each Subsidiary thereof manages and operates its business in all material respects in accordance
with all applicable material Legal Requirements and good industry practices.


 


Section
4.16         Gas Imbalances,
Prepayments. No Loan Party or Subsidiary thereof (a) is obligated in any material respect by virtue of any prepayment made
under any contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement
to deliver Hydrocarbons produced from or allocated to any Loan Party’s Oil and Gas Properties at some future date without
receiving full payment therefor at the time of delivery or (b) has produced gas, in any material amount, subject to balancing
rights of third parties or subject to balancing duties under Legal Requirements in 


 




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each
case, other than those imbalances which (i) occur in the ordinary course of business and (ii) do not, in the aggregate, exceed
1% of the value of the Proven Reserves of the Loan Parties.


 


Section
4.17         Marketing
of Production. No material agreements exist that are not cancelable on 60 days- notice or less without penalty or detriment
for the sale of production from the Borrower’s or the Subsidiaries’ Hydrocarbons (including, without limitation, calls
on or other rights to purchase, production, whether or not the same are currently being exercised) and that (a) pertain to the
sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date hereof.


 


Section
4.18         Restriction
on Liens. None of the Property of any Loan Party or Subsidiary thereof is subject to any Lien other than Permitted Liens.
No Loan Party or Subsidiary thereof is a party to any agreement or arrangement (other than this Agreement and the Security Instruments),
or subject to any order, judgment, writ or decree, that either restricts or purports to restrict its ability to grant Liens to
secure the Secured Obligations against their respective Properties.


 


Section
4.19         Solvency.
Before and after giving effect to each Credit Extension, the Borrower and Guarantors, on a consolidated basis, are Solvent.


 


Section
4.20         Hedging
Agreements. Schedule 4.20 sets forth, as of the date hereof, a true and complete list of all Interest Hedge Agreements,
Hydrocarbon Hedge Agreements, and Hedge Contracts of the Loan Parties, the material terms thereof (including the type, term, effective
date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating
thereto (including any margin required or supplied), and the counterparty to each such agreement.


 


Section
4.21         Insurance.
The Borrower has, and has caused all of the Subsidiaries to have insurance as required under Section 5.02.


 


Section
4.22         Sanctions;
FCPA. None of (a) the Borrower, any Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers,
employees, or any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or
benefit from the credit facility established hereby, is a Sanctioned Person. The Borrower and its Subsidiaries are in compliance
in all material respects with the FCPA.


 


Section
4.23         Oil and
Gas Properties.


 


(a)               
Title. Each Loan Party has good and defensible title to all of its Oil and Gas Properties evaluated in the most
recently delivered Engineering Report (other than any thereof Disposed of in a Disposition permitted by this Agreement) free and
clear of all Liens except for Permitted Liens and any title deficiencies which are being addressed pursuant to Section 5.11(b).
There are no “back-in” or “reversionary” interests held by third parties which could reduce the interests
of a Loan Party in the Oil and Gas Properties except (i) as set forth on Schedule 4.23 hereto or (ii) ordinary course revisions
to working interests and net revenue interests relating to payouts under joint operating agreements whose value does not, in the
aggregate, exceed 1% of the Borrowing Base then in effect. No operating or other agreement to which any Loan Party is a party
or by which any Loan Party is bound affecting any part of the Collateral requires such Loan Party to bear any of the costs relating
to the Collateral greater than the costs associated with the leasehold interest of such Loan Party in such portion of the Collateral,
except in the event such Loan Party is obligated under an operating agreement to assume a portion of a defaulting party’s
share of costs. Each Mortgage is and will remain a valid and enforceable lien on the Collateral subject only to the Permitted
Liens. Each Loan Party will preserve its interest in and title to the Collateral


 




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subject
to Permitted Liens, and subject to the transactions that are otherwise permitted under this Agreement.


 


(b)              
Status of Leases, Term Mineral Interests and Contracts. All of the leases and term mineral interests in the Oil
and Gas Properties evaluated in the most recently delivered Engineering Report (other than any thereof Disposed of in a Disposition
permitted by this Agreement and noted to the Administrative Agent at or prior to delivery of such Engineering Report pursuant
to Section 2.02(b)(iv)) are valid, subsisting and in full force and effect, and no Loan Party has knowledge that a default exists
under any of the terms or provisions, express or implied, of any of such leases or interests or under any agreement to which the
same are subject. All of the material Contracts to which any Loan Party is a party that relate to the Oil and Gas Properties are
in full force and effect and constitute legal, valid and binding obligations of such Loan Party. No Loan Party or, to the knowledge
of any Loan Party, any other party to any such material Contract (i) is in breach of or default, or with the lapse of time or
the giving of notice, or both, would be in breach or default, with respect to any obligations thereunder, whether express or implied,
or (ii) has given or threatened in writing to give notice of any default under or inquiry into any possible default under, or
action to alter, terminate, rescind or procure a judicial reformation of, any lease in the Oil and Gas Properties or any Contract
except, in each case, as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.


 


(c)               
Production Burdens and Expenses and Revenues. Except for each Loan Party’s interests in certain Oil and Gas
Properties, and except as set forth on Schedule 4.23, which such Loan Party represents do not constitute a material portion
(with 2% or more being deemed material) of the value of the Collateral and all other Properties of such Loan Party securing the
Secured Obligations, all of the proceeds from the sale of Hydrocarbons produced from Realty Collateral are being properly and
timely paid to such Loan Party by the purchasers or other remitters of production proceeds without suspense.


 


(d)              
Pricing. The prices being received by each Loan Party for the production of Hydrocarbons do not violate, in any
material respect, any material Contract or any law or regulation. Except as otherwise permitted herein, where applicable, all
of the wells located on the Oil and Gas Properties and production of Hydrocarbons therefrom have been properly classified in all
material respects under appropriate governmental regulations.


 


(e)               
Gas Regulatory Matters. All applicable Loan Parties have filed with the appropriate state and federal agencies all
necessary rate and collection filings and all necessary applications for well determinations under the Natural Gas Act of 1938,
as amended, the Natural Gas Policy Act of 1978, as amended, and the rules and regulations of the Federal Energy Regulatory Commission
(the “FERC”) thereunder, and each such application has been approved by or is pending before the appropriate
state or federal agency.


 


(f)               
Drilling Obligations. Except as otherwise permitted hereunder, there are no obligations under any Oil and Gas Property
or Contract which require the drilling of additional wells or operations to earn or to continue to hold any of the Oil and Gas
Properties covered in the most recently delivered Engineering Report in force and effect, except those under (i) immaterial drilling
obligations in the ordinary course of business and (ii) customary continuous operations provisions that may be found in one or
more of the oil and gas and/or oil, gas and mineral leases.


 


(g)               
Refund Obligations. No Loan Party has collected any proceeds from the sale of Hydrocarbons produced from the Oil
and Gas Properties covered in the most recently delivered Engineering Report which are subject to any material refund obligations
other than as previously disclosed in writing to the Administrative Agent at or prior to the delivery of such Engineering Report.


 




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Section
4.24         Line of
Business; Foreign Operations.


 


(a)               
The Loan Parties and each Subsidiary thereof have not conducted and are not conducting any business other than businesses
relating to the acquisition, exploration, development, financing, ownership, operation, production, maintenance, storage, transportation,
gathering, processing and marketing of Hydrocarbons and the Oil and Gas Properties and related activities.


 


(b)              
Each Loan Party and each Subsidiary of any Loan Party does not own, and has not acquired or made any other expenditure
(whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties located outside of
the geographical boundaries of the United States or in the offshore federal waters of the United States.


 


Section
4.25         [Reserved].


 


Section
4.26         Location
of Business and Offices. Each Loan Party’s principal place of business and chief executive office is located at its
address specified on Schedule 4.26 or at such other location as it may have, by proper written notice hereunder, advised
the Administrative Agent.


 


Section
4.27         Intellectual
Property. Each Loan Party and each Subsidiary thereof either owns or has valid licenses or other rights to use in all necessary
respects all material patents, patent rights, trademarks, trademark rights, trade names, copyrights, databases, geological data,
geophysical data, engineering data, maps, interpretations and other technical information used in their business as presently
conducted, subject to the limitations contained in the agreements governing the use of the same, except as could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Change.


 


Section
4.28         Senior
Debt Status. The Obligations of each Loan Party and each Subsidiary thereof under this Agreement and each of the other Loan
Documents ranks and shall continue to rank at least senior in priority of payment to all subordinated Indebtedness and all senior
unsecured Indebtedness of each such Person and is designated as “senior indebtedness” under all instruments and documents,
now or in the future, relating to all subordinated Indebtedness and all senior unsecured Indebtedness of such Person.


 


Section
4.29         Flood
Hazard Insurance. With respect to each parcel of real property subject to a Structure Mortgage, the Administrative Agent has
received (a) such flood hazard certifications, notices and confirmations thereof, and effective flood hazard insurance policies
as are described in Section 3.01(w) with respect to real property collateral on the Closing Date, (b) all flood hazard insurance
policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in
full, and (c) except as the Borrower has previously given written notice thereof to the Administrative Agent, there has been no
redesignation of any real property into or out of a special flood hazard area.


 


ARTICLE
V

AFFIRMATIVE COVENANTS


 


So
long as any Note or any amount (other than contingent indemnity obligations for which no claim has been made) under any Loan Document
shall remain unpaid, any Letter of Credit shall remain outstanding, or any Lender shall have any Commitment hereunder, each Loan
Party agrees, unless the Majority Lenders shall otherwise consent in writing, to comply with the following covenants.


 




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Section
5.01         Compliance
with Laws, Etc. Each Loan Party shall comply, and cause each of its Subsidiaries to comply, in all respects with all applicable
Legal Requirements except where the failure to comply could not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change. Without limiting the generality and coverage of the foregoing, each Loan Party shall comply, and
shall cause each of its Subsidiaries to comply, with all Environmental Laws and all laws, regulations, or directives with respect
to equal employment opportunity and employee safety in all jurisdictions in which any Loan Party or any Subsidiary thereof does
business except where the failure to comply could not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Change. Without limitation of the foregoing, each Loan Party shall, and shall cause each of its Subsidiaries
to, (a) maintain and possess all authorizations, Permits, licenses, trademark and copyright registrations owned by such Loan
Party or any of its Subsidiaries, trade names, and rights which are necessary to the conduct of its business, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, and
(b) obtain, as soon as practicable, all consents or approvals required from any states of the United States (or other Governmental
Authorities) necessary to grant the Administrative Agent an Acceptable Security Interest in its Oil and Gas Properties and Original
Mortgaged Properties to the extent required by Section 5.08.


 


Section
5.02         Maintenance
of Insurance.


 


(a)               
Each Loan Party shall, and shall cause each of its Subsidiaries to, procure and maintain or shall cause to be procured
and maintained continuously in effect policies of insurance issued by companies, associations or organizations reasonably satisfactory
to the Administrative Agent and in at least such amounts and covering such casualties, risks, perils, liabilities and other hazards
that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets
and operations of the Borrower and the Subsidiaries and otherwise reasonably required by the Administrative Agent.


 


(b)              
All certified copies of policies or certificates thereof, and endorsements and renewals thereof shall be delivered to and
retained by the Administrative Agent each time such a policy of insurance is made effective, renewed, amended, novated, or otherwise
modified. All policies of insurance shall either have attached thereto a “lender’s loss payable endorsement”
for the benefit of the Administrative Agent, as loss payee in form reasonably satisfactory to the Administrative Agent or shall
name the Administrative Agent as an additional insured, as applicable. All policies or certificates of insurance shall set forth
the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage. All such policies
shall contain a provision that notwithstanding any contrary agreements between the Loan Parties and the applicable insurance company,
such policies will not be canceled without at least 30 days’ prior written notice to the Administrative Agent (or at least
10 days’ for non-payment of premium). In the event that, notwithstanding the “lender’s loss payable endorsement”
requirement of this Section 5.02, the proceeds of any insurance policy described above are paid to any Loan Party when an Event
of Default has occurred and is continuing, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon
receipt. Waiver of subrogation shall apply in favor of the Administrative Agent in connection with any general liability insurance
policy of any Loan Party.


 


(c)               
Without limiting the foregoing, the Borrower shall and shall cause each appropriate Loan Party to (i) maintain, if available,
fully paid flood hazard insurance on all real property that is improved by a Building or Manufactured (Mobile) Home or a that
is located in a special flood hazard area and that is subject to a Structure Mortgage, on such terms and in such amounts as required
by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish to the Administrative
Agent evidence of renewal (and payment of renewal premiums therefor) of all such


 




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policies
prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any redesignation
of any such improved real property into or out of a special flood hazard area.


 


Section
5.03         Preservation
of Corporate Existence, Etc. Each Loan Party shall preserve and maintain, and, except as otherwise permitted herein, cause
each of its Subsidiaries to preserve and maintain, its corporate, partnership, or limited liability company existence, rights,
franchises, and privileges, as applicable, in the jurisdiction of its organization. Each Loan Party shall qualify and remain qualified,
and cause each such Subsidiary to qualify and remain qualified, as a foreign corporation, partnership, or limited liability company,
as applicable, in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or
the ownership of its Properties except where the failure to be so qualified could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Change.


 


Section
5.04         Payment
of Taxes, Etc. Each Loan Party shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the
same shall become delinquent, (a) all material Taxes, assessments, and governmental charges or levies imposed upon it or
upon its income, profits, activities or Property, prior to the date on which penalties attach thereto and (b) all lawful
claims that are material which, if unpaid, might by Legal Requirement become a Lien upon its Property; provided, however,
that no Loan Party and no such Subsidiary shall be required to pay or discharge any such Tax, assessment, charge, levy, or claim
which is being diligently contested in good faith and by appropriate proceedings, and with respect to which adequate reserves
in conformity with GAAP have been provided.


 


Section
5.05         Visitation
Rights; Periodic Meetings. At any reasonable time and from time to time, upon reasonable prior notice, each Loan Party shall,
and shall cause its Subsidiaries to, permit (a) the Administrative Agent and any Lender or any of their respective agents,
advisors, or other representatives thereof, acting together, to examine and make copies of and abstracts from the records and
books of account of, and visit and inspect at their reasonable discretion the Properties of, each Loan Party and any such Subsidiary,
and (b) the Administrative Agent and any Lender or any of their respective agents, advisors or other representatives thereof,
acting together, to discuss the affairs, finances and accounts of each Loan Party and any such Subsidiary with any of their respective
officers or directors; provided that, unless an Event of Default has occurred and is continuing, (i) the Borrower shall bear the
cost of only one such inspection per year and (ii) no Loan Party shall be obligated to reimburse the expenses of any Lender in
connection with such inspections that is not the Administrative Agent. Notwithstanding the foregoing, no Loan Party shall be required
to disclose to the Administrative Agent or any Lender, or any agents, advisors or other representatives thereof, any written material,
(x) the disclosure of which would cause a breach of any confidentiality provision in the written agreement governing such material
applicable to such Person, (y) which is the subject of attorney-client privilege or attorney’s work product privilege asserted
by the applicable Person to prevent the loss of such privilege in connection with such information, or (z) which is a non-financial
trade secret or other proprietary information.


 


Section
5.06         Reporting
Requirements. The Borrower shall furnish to the Administrative Agent and each Lender (or, in the case of clause (w) below,
the Administrative Agent):


 


(a)               
Annual Financials. (i) As soon as available and in any event not later than 90 days after the end of each fiscal
year of the Borrower and its consolidated Subsidiaries, commencing with fiscal year ending December 31, 2017, a copy of the annual
audit report for such year for the Borrower and its consolidated Subsidiaries, including therein the Borrower’s and its
consolidated Subsidiaries’ consolidated balance sheet as of the end of such fiscal year and the Borrower’s and its
consolidated Subsidiaries’ consolidated statement of income, cash flows, and retained earnings, in each case certified


 




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by
an Acceptable Accountant, and accompanied by a report and opinion thereon by such Acceptable Accountant prepared in accordance
with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or
exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower
or any of its Subsidiaries not in accordance with GAAP, (ii) concurrent with the delivery in clause (a)(i), (x) any management
letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit or otherwise, and (y) a
Compliance Certificate executed by a Responsible Officer of the Borrower (the deliverables described in the foregoing clauses
(x) and (y) and clauses (c) and (g) below, the “Annual Reporting Package”);


 


(b)              
Quarterly Financials. (i) As soon as available and in any event not later than 60 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower and its consolidated Subsidiaries, (i) commencing with the
fiscal quarter ending March 31, 2017, the unaudited consolidated balance sheet and the statements of income, cash flows, and retained
earnings of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous year and ending
with the end of such fiscal quarter, all in reasonable detail and (ii) concurrent with the delivery in clause (b)(i), (x) a certificate
with respect to such consolidated statements (subject to year-end audit adjustments) by a Responsible Officer of the Borrower
stating that such financial statements delivered under clause (b)(i) have been prepared in accordance with GAAP, and (y) commencing
with the fiscal quarter ending September 30, 2017, a Compliance Certificate executed by the Responsible Officer of the Borrower
(the deliverables described in the foregoing clauses (x) and (y) and clauses (c), (g), and (h) below, the “Quarterly
Reporting Package”);


 


(c)               
[Reserved]


 


(d)              
Weekly Consolidated Cash Balance Report. So long as any Advances are outstanding, on each Consolidated Cash Sweep
Date, a weekly report in form reasonably satisfactory to the Administrative Agent detailing the Consolidated Cash Balance as of
the last Business Day of the immediately preceding calendar week certified by a Responsible Officer of the Borrower.


 


(e)               
Oil and Gas Engineering Reports.


 


(i)                
As soon as available but in any event on or before April 1, 2018, and April 1st of each year thereafter, an
Independent Engineering Report dated effective as of the immediately preceding January 1st;


 


(ii)              
As soon as available but in any event on or before October 1, 2017, and October 1st of each year thereafter,
an Internal Engineering Report or an Independent Engineering Report dated effective as of the immediately preceding July 1st;



 


(iii)            
Such other information as may be reasonably requested by the Administrative Agent or any Lender with respect to the Oil
and Gas Properties included or to be included in the Borrowing Base; and


 


(iv)            
With the delivery of each Engineering Report, a certificate from a Responsible Officer of the Borrower certifying that,
to the best of his knowledge and in all material respects: (A) the factual information contained in the Engineering Report and
any other factual information delivered in connection therewith is true and correct, (B) the Borrower and its Subsidiaries, as
applicable, owns good and defensible title to the Oil and Gas Properties evaluated in such Engineering Report except as set forth
on an exhibit to the certificate, such Properties are free of all Liens except for Permitted Liens and such Properties are subject
to an Acceptable Security Interest to the extent required by Section 5.08, (C) 


 




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except
as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with
respect to its Oil and Gas Properties evaluated in such Engineering Report which would require the Borrower or any Guarantor to
deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment
therefor, (D) none of its Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except
as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such
detail as reasonably required by the Administrative Agent, (E) attached to the certificate is a list of its Oil and Gas Properties
added to and deleted from the immediately prior Engineering Report and a list showing any change in working interest or net revenue
interest in its Oil and Gas Properties occurring and the reason for such change, (F) attached to the certificate is a list of
all Persons disbursing proceeds to the Borrower or to any Guarantor, as applicable, from its Oil and Gas Properties, (G) except
as set forth on a schedule attached to the certificate, (x) at least 95% (by value) of the Proven Reserves and the Oil and Gas
Properties relating thereto and (y) 90% (by value) of the Loan Parties’ other Oil and Gas Properties evaluated by such Engineering
Report are pledged as Collateral for the Secured Obligations, and (H) to the extent required by the Administrative Agent or any
Lender, attached to the certificate is a monthly cash flow budget for the six months following the delivery of such certificate
setting forth the Borrower’s projections for production volumes, revenues, expenses, taxes, budgeted capital expenditures
and working capital requirements during such period.


 


(f)               
Hedging Reports. As soon as available and in any event within 60 days after the end of each fiscal quarter, commencing
with the quarter ending June 30, 2017, a report certified by a Responsible Officer of the Borrower in form reasonably satisfactory
to the Administrative Agent prepared by the Borrower (i) covering each of the Oil and Gas Properties of the Borrower and the Guarantors
and detailing on a quarterly basis, any sales of the Borrower’s or any Guarantors’ Oil and Gas Properties during each
such quarter (other than sales of Hydrocarbons in the ordinary course of business), (ii) setting forth a true and complete list
of all Hedge Contracts of the Borrower and the Guarantors and detailing the material terms thereof (including the type, term,
effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements
relating thereto (including any margin required or supplied), and the counterparty to each such agreement; provided that, such
required listing shall, in no event, be construed as permitting such credit supports which are not permitted under the terms of
this Agreement, and (iii) setting forth a calculation of the Borrower’s compliance or non-compliance with the volume requirements
of Section 6.15(b), including a detailed description and calculation of the Engineering Report Volumes for the Hedge Contracts
then in effect.


 


(g)               
Lease Operating Statements. Concurrently with each delivery of financial statements under Section 5.06(a) and Section
5.06(b), a Lease Operating Statement for the trailing 12-month period then ended detailed on a monthly-basis.


 


(h)              
Annual Budget. For each fiscal year, commencing with the fiscal year ending December 31, 2018, within 60 days after
the beginning of such fiscal year, a copy of the Borrower and its Subsidiaries’ consolidated annual budget for such fiscal
year, including the Borrower’s consolidated cash flow budget and operating budget, certified as such by a Responsible Officer
of the Borrower.


 


(i)                
Defaults. As soon as possible and in any event within three Business Days after the occurrence of any Default known
to any officer of each Loan Party or any of its Subsidiaries which is continuing on the date of such statement, a statement of
a Responsible Officer of such Loan Party setting forth the details of such Default and the actions which any Loan Party or any
such Subsidiary has taken and proposes to take with respect thereto;


 


(j)                
Termination Events. As soon as possible and in any event, within ten days after any Loan Party obtains knowledge
thereof (or such later date acceptable to the Administrative Agent in its


 




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sole
discretion), copies of: (i) any unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit
Plan under Section 401(a) of the Code, (ii) all notices received by any Loan Party or any ERISA Affiliate of the PBGC’s
intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received
by any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition of withdrawal liability pursuant
to Section 4202 of ERISA, (iv) any notice of intent to terminate any Pension Plan under a distress termination within the meaning
of Section 4041(c) of ERISA, and (v) a written notice signed by a Responsible Officer describing the occurrence of any Termination
Event that, in the case of each of clauses (i) through (v), could reasonably be expected to result in any liability of any Loan
Party in excess of $3,000,000. As soon as practicable, but in no event later than 15 days after the Borrower provides the written
notice described in clause (v) above, the Borrower shall furnish to the Administrative Agent and each Lender a written notice
signed by a Responsible Officer specifying what action the Borrower or the applicable ERISA Affiliate is taking or proposes to
take with respect to the Termination Event, and, when known, any action taken or proposed by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto;


 


(k)                
Environmental Notices. Promptly upon, and in any event no later than 10 days after (or such longer period as the
Administrative Agent may agree in its sole discretion), the receipt thereof, or the acquisition of knowledge thereof, by any Loan
Party, a copy of any form of request, claim, complaint, order, notice, summons or citation received from any Governmental Authority
or any other Person concerning (i) violations or alleged violations of Environmental Laws, which, in each case, seeks to impose
liability therefore in excess of $5,000,000 or which could otherwise reasonably be expected to cause a Material Adverse Change,
(ii) any action or omission on the part of any of the Loan Parties or any of their Subsidiaries in connection with Releases of
Hazardous Materials which could reasonably result in each case in the imposition of liability in excess of $5,000,000 or that
could otherwise reasonably be expected to cause a Material Adverse Change or requiring that action be taken to respond to or clean
up a Release of Hazardous Materials into the Environment and such action or clean up in each case could reasonably be expected
to exceed $5,000,000 or could reasonably be expected to cause a Material Adverse Change, including without limitation any information
request related to, or notice of, potential responsibility under CERCLA, or (iii) the filing of a Lien in connection with obligations
arising under Environmental Laws upon, against or in connection with the Loan Parties, any of their respective Subsidiaries, or
any of their currently leased or owned Property, wherever located, the value of which Lien in each case could reasonably be expected
to exceed $5,000,000;


 


(l)            
Other Governmental Notices. Promptly and in any event within five Business Days after receipt thereof by any Loan
Party or Subsidiary thereof (or by such later date as the Administrative Agent may agree to in its sole discretion), a copy of
any notice, summons, citation, or proceeding seeking to modify in any material respect, revoke, or suspend any material contract,
license, permit or agreement with any Governmental Authority;


 


(m)              
Material Changes. Prompt written notice and in any event within five Business Days of any condition or event of
which any Loan Party or any Subsidiary thereof has knowledge, which condition or event has resulted or could reasonably be expected
to result in a Material Adverse Change;


 


(n)              
Disputes, Etc. Prompt written notice of (i) any claims, legal or arbitration proceedings, proceedings before any
Governmental Authority, or disputes pending, or to the knowledge of any Loan Party threatened in writing, or affecting any Loan
Party or Subsidiary which, if adversely determined, could result in a liability to any Loan Party of Subsidiary in an amount in
excess of $5,000,000 or that could otherwise result in a cost, expense or loss to the Loan Parties or any of their respective
Subsidiaries in excess of $5,000,000, or any material labor controversy of which any Loan Party or Subsidiary has


 




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knowledge
resulting in or reasonably considered to be likely to result in a strike against any Loan Party or Subsidiary thereof and (ii)
any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property of any Loan Party or Subsidiary
thereof if the value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed $5,000,000;


 


(o)              
Other Accounting Reports. Promptly upon receipt thereof, a copy of each other report or letter submitted to any
Loan Party or Subsidiary thereof by independent accountants in connection with any annual, interim or special audit made by them
of the books of any Loan Party or Subsidiary thereof, and a copy of any response by any Loan Party or Subsidiary, or the board
of directors (or other applicable governing body) of any Loan Party or Subsidiary, to such letter or report;


 


(p)              
Notices Under Other Loan Agreements. Promptly after the furnishing thereof, copies of any statement, report or notice
furnished to any Person pursuant to the terms of any indenture, loan or credit or other similar agreement, with respect to Indebtedness
in excess of $5,000,000 (other than this Agreement) and not otherwise required to be furnished to the Lenders pursuant to any
other provision of this Section 5.06;


 


(q)                
Notice Regarding Early Termination of Hedge Contracts. Promptly and in any event within one (1) Business Day after
any Loan Party learns of the impending occurrence of any Hedge Event of any Loan Party prior to the end of its original, nominal
term, a statement of a Responsible Officer of the Borrower describing such Hedge Event;


 


(r)               
Production Reports. As soon as available and in any event within 60 days after the end of each calendar quarter,
commencing with the calendar quarter ended March 31, 2017, a report certified by a Responsible Officer of the Borrower in form
and substance reasonably satisfactory to the Administrative Agent prepared by the Borrower covering each of the Oil and Gas Properties
of the Borrower and its Subsidiaries and detailing on a monthly basis (i) the production, revenue, and price information and associated
operating expenses for each such month during such quarter, (ii) commencing with the fiscal quarter ending June 30, 2017, any
changes to any producing reservoir, production equipment, or producing well during each such month during such quarter, which
changes could cause a Material Adverse Change, (iii) commencing with the fiscal quarter ending June 30, 2017, any sales of the
Borrower’s or any Subsidiaries’ Oil and Gas Properties during such quarter, and (iv) commencing with the fiscal quarter
ending June 30, 2017, the forecasted production of crude oil, natural gas, and natural gas liquids, calculated separately, for
the 60 months following the end of such calendar quarter;


 


(2)                
USA Patriot Act. Promptly, following a request by any Lender, all documentation and other information that such
Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act;


 


(t)              
Responsible Officers. Promptly thereafter, written notices to the Administrative Agent of the departure or employment
of any chief executive officer, chief operating officer, chief financial officers, treasurer, or president of the Borrower;


 


(u)              
SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by any Loan Party with the SEC, or with any national securities
exchange, or distributed by such Loan Party to its shareholders generally, as the case may be;


 


(v)             
Total Present Value. During the Protected Period, contemporaneous with the delivery of each Compliance Certificate
for the fiscal quarter periods ending September 30, 2017 and December 31,


 




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2017,
the Borrower shall deliver to the Administrative Agent (i) a detailed calculation, certified by a Responsible Officer of the Borrower,
of the Total Present Value as of the last day of the applicable fiscal quarter, which calculation must be approved by the Administrative
Agent in its sole discretion, and (ii) such other information as may be requested by the Administrative Agent with respect to
the Oil and Gas Properties included in the Total Present Value (including, without limitation, any information requested by the
Administrative Agent to reconcile such Total Present Value calculation with the most recently delivered Engineering Report);


 


(w)              
Firm Transportation Contracts. Promptly and in any event within ten Business Days after receipt thereof by any Loan
Party or Subsidiary thereof (or by such later date as the Administrative Agent may agree to in its sole discretion), copies of
any amendment, modification or supplement to any Firm Transportation Agreement; and


 


(x)              
Other Information. Such other information respecting the business or Properties, or the condition or operations,
financial or otherwise, of any Loan Party, as the Administrative Agent may from time to time reasonably request.


 


Materials
required to be delivered pursuant to Section 5.06(a)(i) or (b)(i) (to the extent any such materials are included in materials
otherwise filed with the SEC) shall be deemed to have been delivered hereunder upon such filing with the SEC on the date of such
filing; provided that, the Borrower shall deliver electronic copies of such materials to the Administrative Agent concurrently
with the delivery of the applicable Annual Reporting Package and Quarterly Reporting Package with respect thereto. Materials required
to be delivered pursuant to Section 5.06(u) shall be deemed to have been delivered hereunder when posted to the website of the
Borrower or the website of the SEC. In any event, the Administrative Agent shall have no obligation to request the delivery or,
other than the Compliance Certificates, to maintain copies of the materials referred to above, and shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such materials.


 


Section
5.07         Maintenance
of Property. Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain their owned, leased or operated
material Property in good condition and repair, normal wear and tear excepted and other than where the failure to maintain its
material Property could not reasonably be expected to cause a Material Adverse Change. Each Loan Party shall abstain, and cause
each of its Subsidiaries to abstain from, knowingly or willfully permitting the commission of waste or other injury, destruction,
or loss of natural resources, or the occurrence of pollution, contamination, or any other condition in, on or about the currently
owned, leased or operated Property involving the Environment that could reasonably be expected to result in any Response that
could reasonably be expected to cause a Material Adverse Change.


 


Section
5.08         Agreement
to Pledge; Guaranty.


 


(a)               
In connection with each scheduled redetermination of the Borrowing Base pursuant to Section 2.02(b)(i) or (ii) and each
redetermination of the Borrowing Base resulting in an increase to the Borrowing Base, each Loan Party shall, and shall cause its
Subsidiaries that is a Loan Party to, review its respective Oil and Gas Properties to ascertain whether such Oil and Gas Properties
are subject to an Acceptable Security Interest. In the event that the Oil and Gas Properties subject to an Acceptable Security
Interest do not represent (A) at least 95% (by value) of the Proven Reserves and the Oil and Gas Properties relating thereto,
(B) at least 90% (by value) of the Loan Parties’ other Oil and Gas Properties


 




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and
(C) 100% (by value) of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of
as permitted under Section 6.04(c)), then each Loan Party shall, and shall cause each of its Subsidiaries that is a Loan Party
to, grant to the Administrative Agent within thirty (30) days of the date the Engineering Report for such redetermination is required
to be delivered (subject to the last sentence of this clause (a)), as security for the Secured Obligations an Acceptable Security
Interest on such Oil and Gas Properties not already subject to an Acceptable Security Interest such that after giving effect thereto,
the Oil and Gas Properties subject to an Acceptable Security Interest will constitute (A) at least 95% (by value) of the Proven
Reserves and the Oil and Gas Properties relating thereto, (B) at least 90% (by value) of the Loan Parties’ other Specified
Properties and (C) 100% (by value) of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are
Disposed of as permitted under Section 6.04(c)). Notwithstanding the foregoing, (x) the Administrative Agent in its sole discretion
may agree to a later date for the Loan Parties to comply with this Section 5.08 so long as (i) such later date is no later than
30 days after the otherwise required date and (ii) in order to be in compliance with this Section 5.08, the Loan Parties must
not have to grant an Acceptable Security Interest in more than 5% (by value) of the Proven Reserves and the Oil and Gas Properties
related thereto of the Loan Parties and no more than 5% (by value) of the Loan Parties’ other Oil and Gas Properties, and
(y) in any event, if the Borrowing Base is to be redetermined on the date of an acquisition, the requirements of this Section
5.08(a) shall be satisfied on the date of such acquisition.


 


(b)              
Notwithstanding the generality of the foregoing but subject to Section 5.08(a)(y), the Borrower shall, and shall cause
each of its Subsidiaries to, execute and deliver Mortgages with respect to Proven Reserves and associated Oil and Gas Properties
(other than Excluded Property) acquired by the Borrower or any of its Subsidiaries (whether completed in one transaction or a
series of related transactions) whenever such acquisition(s) has a purchase price greater than $5,000,000, in each case to the
extent necessary to cause the Administrative Agent to have an Acceptable Security Interest on Oil and Gas Properties not already
subject to an Acceptable Security Interest will constitute (A) at least 95% (by value) of the Proven Reserves and the Oil and
Gas Properties relating thereto, (B) at least 90% (by value) of the Loan Parties’ other Specified Properties and (C) 100%
(by value) of the Original Mortgaged Properties (other than such Original Mortgaged Properties which are Disposed of as permitted
under Section 6.04(c)), within thirty (30) days of such acquisition (or such later date as the Administrative Agent may agree
to in its sole discretion).


 


(c)               
Each Loan Party shall, and shall cause each Subsidiary thereof to, grant to the Administrative Agent an Acceptable Security
Interest in all Property (other than Excluded Property) of any Loan Party or Subsidiary thereof now owned or hereafter acquired,
within the time frames required in Section 6.16 (in the case of Specified Properties, to the extent necessary to cause the Administrative
Agent to have an Acceptable Security Interest on Specified Properties not already subject to an Acceptable Security Interest such
that after giving effect thereto, the Specified Properties subject to an Acceptable Security Interest will constitute (A) at least
95% (by value) of the Proven Reserves and the Oil and Gas Properties relating thereto, (B) at least 90% (by value) of the Loan
Parties’ other Specified Properties and (C) 100% (by value) of the Original Mortgaged Properties (other than such Original
Mortgaged Properties which are Disposed of as permitted under Section 6.04(c))).


 


Section
5.09         Use of
Proceeds. Each Loan Party shall use the proceeds of the Advances (a) to pay the fees, costs and expenses incurred in
connection with this Agreement, (b) to pay the expenses in connection with the Loan Parties’ exit from chapter 11 bankruptcy
proceedings and to refinance certain Indebtedness in connection therewith and (c) provide ongoing working capital and for
other general corporate purposes of the Borrower and its Subsidiaries. The Loan Parties shall use the Letters of Credit for general
corporate purposes.


 




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Section
5.10         Title
Evidence and Opinions. On or before May 29, 2017, (or at such later time as determined by the Administrative Agent in its
sole discretion), the Loan Parties shall take such actions and execute and deliver such documents and instruments as the Administrative
Agent shall reasonably require to ensure that the Administrative Agent shall have received satisfactory title evidence, which
title evidence shall be in form and substance acceptable to the Administrative Agent in its reasonable discretion and shall include
information regarding the before payout and after payout ownership interests held by the Loan Parties, for all wells located on
the Oil and Gas Properties, covering at least 80% of the present value of the Proven Reserves of the Loan Parties as determined
by the Administrative Agent. From and after May 29, 2017, each Loan Party shall from time to time upon the reasonable request
of the Administrative Agent, take such actions and execute and deliver such documents and instruments as the Administrative Agent
shall reasonably require to ensure that the Administrative Agent shall, at all times, have received satisfactory title evidence,
which title evidence shall be in form and substance acceptable to the Administrative Agent in its reasonable discretion and shall
include information regarding the before payout and after payout ownership interests held by the Loan Parties, for all wells located
on the Oil and Gas Properties, covering at least 80% of the present value of the Proven Reserves of the Loan Parties as determined
by the Administrative Agent.


 


Section
5.11         Further
Assurances; Cure of Title Defects.


 


(a)               
Each Loan Party shall, and shall cause each of its Subsidiaries to, cure promptly any defects in the creation and issuance
of the Notes and the execution and delivery of the Security Instruments and this Agreement. Each Loan Party hereby
authorizes the Administrative Agent to file any financing statements without the
signature of the Borrower or such Guarantor, as applicable, to the extent permitted by applicable Legal
Requirement in order to perfect or maintain the perfection of any security interest granted under any of the Loan Documents. Each
Loan Party at its expense will, and will cause each of its Subsidiaries to, promptly execute and deliver to the Administrative
Agent upon its reasonable request all such other documents, agreements and instruments to comply with or accomplish the covenants
and agreements of the Loan Parties, as the case may be, in the Security Instruments and this Agreement, or to further evidence
and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in the Security
Instruments, or to state more fully the security obligations set out herein or in any of the Security Instruments, or to perfect,
protect or preserve any Liens created pursuant to any of the Security Instruments, or to make any recordings, to file any notices
or obtain any consents, all as may be necessary or appropriate in connection therewith or to enable the Administrative Agent to
exercise and enforce its rights and remedies with respect to any Collateral.


 


(b)              
Within 60 days after (i) a request by the Administrative Agent or the Lenders to cure title defects or exceptions which
are not Permitted Liens raised by such information with respect to the Oil and Gas Properties included in the Borrowing Base or
(ii) a notice by the Administrative Agent that any Loan Party has failed to comply with Section 5.10 above, such Loan Party shall
(i) cure such title defects or exceptions which are not Permitted Liens or substitute acceptable Oil and Gas Properties with no
title defects or exceptions except for Permitted Liens covering Collateral of an equivalent value and (ii) deliver to the
Administrative Agent satisfactory evidence of such cure or as to any substitute Oil and Gas Properties satisfactory title evidence
(including supplemental or new title opinions meeting the foregoing requirements) in form and substance acceptable to the Administrative
Agent in its reasonable business judgment as to the Loan Parties’ ownership of such Oil and Gas Properties and the Administrative
Agent’s Liens and security interests therein as are required to maintain compliance with Section 5.10.


 


Section
5.12         Operation
and Maintenance of Oil and Gas Properties.


 




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(a)               
Further Assurances Related to Mortgages. Each Loan Party covenants that such Loan Party shall execute and deliver
such other and further instruments, and shall do such other and further acts as in the reasonable opinion of the Administrative
Agent may be necessary or desirable to carry out more effectively the purposes of the Mortgages, including without limiting the
generality of the foregoing, (i) prompt correction of any defect in the execution or acknowledgment of such Mortgage, any
written instrument comprising part or all of the Obligations, or any other document used in connection herewith; (ii) prompt correction
of any defect (other than Permitted Liens) which may hereafter be discovered in the title to the Collateral in accordance with
Section 5.11 herein; and (iii) subject to the provisions of each Mortgage, prompt execution and delivery of all division or transfer
orders or other instruments, which in the Administrative Agent’s opinion are required to transfer to Collateral, for its
benefit and the ratable benefit of the other Secured Parties, the assigned proceeds from the sale of Hydrocarbons from the Oil
and Gas Properties. Each Loan Party covenants that such Loan Party shall, other than as permitted hereunder, pay when due and
owing of all Taxes, assessments and governmental charges imposed on such Mortgage to which such Loan Party is a party or upon
the interest of the Administrative Agent thereunder.


 


(b)              
Preservation of Liens. Other than as permitted hereunder, each Loan Party covenants that such Loan Party shall maintain
and preserve the Lien and security interest created under each Mortgage to which such Loan Party is a party as an Acceptable Security
Interest.


 


(c)               
Insurance. To the extent that insurance is carried by a third-party operator on behalf of any Loan Party, upon reasonable
request by Administrative Agent, such Loan Party shall use its reasonable efforts to obtain and provide the Administrative Agent
with copies of certificates of insurance showing such Loan Party as an additional insured. Each such Loan Party hereby assigns
to the Administrative Agent for its benefit and the benefit of the other Secured Parties any and all monies that may become payable
to it under any such policies of insurance by reason of damage, loss or destruction of any of the Collateral.


 


(d)              
Leases; Development and Maintenance. Each Loan Party shall, and shall cause its Subsidiaries to, (a) pay and discharge
promptly, or make reasonable and customary efforts to cause to be paid and discharged promptly, all rentals, delay rentals, royalties,
overriding royalties, payments out of production and other indebtedness or obligations accruing under, and perform or make reasonable
and customary efforts to cause to be performed each and every act, matter or thing required by each and all of, the oil and gas
leases and all other agreements and contracts constituting or affecting the Oil and Gas Properties of the Loan Parties except
to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change, (b) do all other things reasonably necessary to keep unimpaired its rights thereunder and prevent any forfeiture
thereof or default thereunder, and operate or cause to be operated such Properties as a prudent operator would in accordance with
industry standard practices and in compliance with all applicable proration and conservation Legal Requirements and any other
Legal Requirements of every Governmental Authority, whether state, federal, municipal or other jurisdiction, from time to time
constituted to regulate the development and operations of oil and gas properties and the production and sale of oil, gas and other
Hydrocarbons therefrom, except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Change, and (c) maintain in all material respects (or make reasonable and customary efforts to
cause to be maintained in all material respects) the Leases, wells, units and acreage to which the Oil and Gas Properties of the
Loan Parties pertain in a prudent manner consistent with industry standard practices.


 


Section
5.13         Sanctions;
FCPA. In the event the Borrower or any Subsidiary thereof commences material business activities outside the United States
after the Closing Date, the Borrower shall have implemented and maintained (or will implement and maintain) in effect policies
and 


 




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procedures
reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees
and agents with the FCPA and applicable Sanctions on or prior to the date that is 180 days after the commencement of such activities.


 


Section
5.14         Reserved.


 


Section
5.15         Environmental
Matters. The Borrower shall, and shall cause each Subsidiary to, establish and implement commercially reasonable measures
as may be reasonably necessary to assure that, except as could not reasonably be expected to cause a Material Adverse Change:
(a) all Property of the Borrower and its Subsidiaries and the operations conducted thereon and other activities of the Borrower
and its Subsidiaries are in compliance with and do not violate the requirements of any Environmental Laws, (b) all oil, oil and
gas production or exploration wastes, Hazardous Materials or solid wastes generated in connection with their operations are disposed
of or otherwise handled in compliance with Environmental Laws, (c) no Hazardous Materials will be Released on, at or from any
of their currently owned, leased or operated Property, other than permitted Releases and Releases in a quantity which do not require
reporting pursuant to Section 103 of CERCLA, and (d) no oil, oil and gas exploration and production wastes, Hazardous Materials
or solid wastes are Released on, at or from any such currently owned, leased or operated Property so as to pose an imminent and
substantial endangerment to public health, safety or welfare or the Environment.


 


Section
5.16         ERISA
Compliance. With respect to each Pension Plan, the Borrower shall, and shall cause each other ERISA Affiliate to, in each
case, except as could not reasonably be expected to cause a Material Adverse Change, (a) satisfy in full and in a timely manner,
without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the
contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k)
thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (b) pay, or cause
to be paid, to the PBGC in a timely manner, without incurring any material late payment or underpayment charge or penalty, all
premiums required pursuant to sections 4006 and 4007 of ERISA.


 


Section
5.17         Deposit
Accounts. Each Loan Party shall, and shall cause each of its Subsidiaries to, (i) maintain all deposit accounts and securities
accounts (other than Excluded Funds or any such accounts otherwise constituting Excluded Collateral) with the Administrative Agent
or a Lender or a financial institution that was the Administrative Agent or a Lender at the time the applicable deposit account
was opened and (ii) cause all deposit accounts and securities accounts (other than Excluded Funds or any such accounts otherwise
constituting Excluded Collateral) to be subject to Account Control Agreements (such Account Control Agreements required be delivered
on the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion) with respect to
such deposit accounts and securities accounts maintained by each Loan Party as of the Closing Date).


 


Section
5.18         Post-Closing.
On or before May 12, 2017, (or at such later date acceptable to the Administrative Agent in its sole discretion), the Borrower
shall deliver a report in connection with the Initial Engineering Report that contains an attendant reserve database capable of
producing a match of the reserves in all material respects.


 


ARTICLE
VI

NEGATIVE COVENANTS


 


So
long as any Note or any amount (other than contingent indemnity obligations for which no claim has been made) under any Loan Document
shall remain unpaid, any Letter of Credit shall remain


 




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outstanding,
or any Lender shall have any Commitment, each Loan Party agrees, unless the Majority Lenders otherwise consent in writing, to
comply with the following covenants.


 


Section
6.01         Liens,
Etc. No Loan Party shall create, assume, incur, or suffer to exist, nor permit any of its Subsidiaries to create, assume,
incur, or suffer to exist, any Lien on or in respect of any of its Property (including any right to receive income) whether now
owned or hereafter acquired, except that each Loan Party may create, incur, assume, or suffer to exist:


 


(a)               
Liens granted pursuant to the Security Instruments and securing the Secured Obligations;


 


(b)              
Liens on equipment, fixtures and other personal Property securing Indebtedness permitted under Section 6.02(b); provided
that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable,
of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness,
(iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any
such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease
amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable) together with any
financing for interest thereon;


 


(c)               
Liens for Taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the
provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed thirty (30)
days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings
if adequate reserves are maintained to the extent required by GAAP;


 


(d)              
the claims of materialmen, mechanics, carriers, warehousemen, processors, repairmen, suppliers, workers, or landlords for
labor, materials, supplies, rentals or other like claims incurred in the ordinary course of business, which (i) are not overdue
for a period of more than the longer of thirty (30) days or the grace period therefor, or if overdue for more than such period,
no action has been taken to enforce such Liens, (ii) to the extent overdue, such Liens are being contested in good faith and by
appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (iii) do not, individually or in
the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries;


 


(e)               
royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production,
preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Indebtedness
and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries
warranted in the Security Instruments or in this Agreement;


 


(f)               
deposits or pledges of cash or cash equivalents made in the ordinary course of business in connection with, or to secure
payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar
legislation, old age pension or public liability obligations, statutory obligations, regulatory obligations, surety and appeal
bonds (other than bonds related to judgments or litigation), government contracts, performance and return of money bonds, and
bids and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure
sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;


 


(g)               
Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing
or deferred production agreements, joint venture agreements, oil and


 




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gas
partnership agreements, oil and gas leases, division orders, contracts for the sale, transportation or exchange of oil and natural
gas, area and mutual interest agreements, marketing agreements, processing agreements, net profit agreements, development agreements,
injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits
or agreements, and other agreements, in each case, (i) that are customary in the oil, gas and mineral production business, and
(ii) that are entered into by the Borrower or any Subsidiary in the ordinary course of business; provided that, in any event,
(w) if such Liens result in the reduction of net revenue interests or the increase of working interests of the Borrower without
a corresponding increase in the net revenue interest in such Oil and Gas Property or any of its Subsidiaries from such values
set forth in the Engineering Report delivered for the most recent Borrowing Base redetermination (scheduled or otherwise), then
the Borrower shall have provided to the Administrative Agent written notice of such Liens within 30 days of the incurrence of
such Liens accompanied by a Responsible Officer’s certification and calculation of the adjusted net revenue interests and
working interests after taking into account such Liens, (x) such Liens secure amounts that are not yet due or are being diligently
contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor,
(y) such Liens are limited to the assets that are the subject of such agreements, and (z) such Liens shall not be in favor of
any Person that is an Affiliate of a Loan Party;


 


(h)              
easements, servitudes, permits, conditions, covenants, exceptions, rights-of-way, zoning restrictions, and other similar
encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none
of which interfere with the ordinary conduct of the business of the Borrower or any Subsidiary or materially detract from the
value or use of the Property to which they apply;


 


(i)                
with respect to Oil and Gas Properties, all rights reserved to or vested in any Governmental Authority to control or regulate
any of the Oil and Gas Properties in any manner;


 


(j)                
Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant
to Operating Leases entered into in the ordinary course of business of the Borrower and its Subsidiaries;


 


(k)              
(i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial
Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law
and contractual rights of set-off and recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof;


 


(l)                
any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license, lease,
sublicense or sublease agreement entered into in the ordinary course of business which do not (i) interfere in any material
respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the
Borrower or its Subsidiaries or (ii) secure any Indebtedness;


 


(m)            
Liens securing judgments for the payment of money not constituting an Event of Default;


 


(n)              
Liens on cash earnest money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged
in, the oil and gas business, as permitted by this Agreement;


 


(o)              
licenses of intellectual property, none of which, in the aggregate, interfere in any material respect with the business
of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries;
and


 




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(p)              
 Liens not otherwise permitted under this Section 6.01; provided that the aggregate principal amount of the Indebtedness
secured by the Liens shall not exceed $2,000,000 at any time.


 


Section
6.02         Indebtedness,
Guarantees, and Other Obligations. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, create,
assume, suffer to exist, or in any manner become or be liable in respect of, any Indebtedness except:


 


(a)               
(i) the Obligations and (ii) the Banking Services Obligations;


 


(b)              
Capital Lease Obligations and Indebtedness incurred in connection with purchase money indebtedness in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding;


 


(c)               
Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect
to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations
in respect of any of the foregoing;


 


(d)              
unsecured Indebtedness of any Loan Party owing to any other Loan Party; provided that such Indebtedness is subordinated
to the Obligations on terms set forth in the Guaranty or otherwise acceptable to the Administrative Agent in its reasonable discretion;


 


(e)               
Indebtedness owing in connection with the financing of insurance premiums;


 


(f)               
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument
drawn against insufficient funds in the ordinary course of business;


 


(g)               
Indebtedness under Hedge Contracts which are not prohibited by the terms of Section 6.15; provided (i) such Indebtedness
shall not be secured, other than such Indebtedness owing to Lender Swap Counterparties which are secured under the Loan Documents,
(ii) such Indebtedness shall not obligate the Borrower or any Subsidiary to any margin call requirements, including any requirement
to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such
Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents;
provided that, the outstanding amount of such deferred premium payments shall not exceed $1,000,000;


 


(h)              
endorsements of negotiable instruments for collection in the ordinary course of business;


 


(i)                
Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements, cash management
and other similar arrangements consisting of netting arrangements and overdraft protections incurred in the ordinary course of
business;


 


(j)                
unsecured Indebtedness not otherwise permitted under the preceding provisions of this Section 6.02; provided that, the
aggregate principal amount of such unsecured Indebtedness shall not exceed $5,000,000 at any time; and


 


(k)              
any Guarantee by any Loan Party of any Indebtedness of any other Loan Party so long as such underlying Indebtedness is
otherwise permitted by this Section 6.02 and the terms of such Guarantee would otherwise be permitted by this Section 6.02 if
such Guarantee was the primary obligation.


 


Section
6.03         Agreements
Restricting Liens and Distributions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, create,
incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting,
conveying, creation or 


 




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imposition
of any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Secured Obligations or restricts any
Loan Party from paying dividends to any other Loan Party, or which requires the consent of or notice to other Persons in connection
therewith; provided, that the foregoing shall not apply to (a) restrictions in this Agreement or in any other Loan Document,
(b) customary restrictions imposed on the granting, conveying, creation or imposition of any Lien on any Property of the Borrower
or its Subsidiaries imposed by any contract, agreement or understanding related to the Liens permitted under clause (b) of Section
6.01 so long as such restriction only applies to the Property permitted under such clause to be encumbered by such Liens, (c)
customary restrictions and conditions with respect to the sale or disposition of Property or Equity Interests permitted hereunder
pending the consummation of such sale or disposition, (d) customary restrictions imposed on the granting, conveying, creation
or imposition of any Lien found in any lease, license or similar contract as they affect any Property or Lien subject to such
lease, license or contract, (e) customary prohibitions on assignment of rights contained in software license agreements, and (f)
customary provisions restricting subletting or assignment of any lease governing a leasehold interest (other than any Oil and
Gas Property) of any Loan Party.


 


Section
6.04         Merger
or Consolidation; Asset Sales. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to:


 


(a)               
dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred
to or become the Property of another Guarantor or Borrower and (ii) any Subsidiary that is not a Guarantor may dissolve as long
as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower;


 


(b)              
merge or consolidate with or into any other Person; provided that (i) the Borrower may merge or may be consolidated into
any Guarantor if the Borrower is the surviving entity, and (ii) any Loan Party (other than the Borrower) may merge or may be consolidated
into any other Guarantor; or


 


(c)               
Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production
payments, net profits interest, royalty interest, or mineral fee interest) or consummate any Hedge Event, other than:


 


(i)                
the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business;


 


(ii)              
the Disposition of equipment that is (A) obsolete or worn out, depleted or uneconomic and Disposed of in the ordinary course
of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least
comparable value and use, provided that, so long as a Borrowing Base Deficiency (without giving effect to the proviso in
the definition thereof) exists, the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full,
Cash Collateralize the Letter of Credit Exposure, in an amount equal to the Net Cash Proceeds received by any Loan Party from
the Disposition of equipment pursuant to this Section 6.04(c)(ii); 


 


(iii)            
the Disposition of Property between or among Loan Parties;


 


(iv)            
so long as no Event of Default has occurred and is continuing or would be caused thereby, the Disposition of Specified
Properties which are not attributable to Proven Reserves so long as (A) such Specified Property is not Collateral and is not otherwise
required pursuant to the terms of this Agreement to be Collateral, or (B) such Disposition is a Permitted Asset Swap; provided
that, the Specified Properties permitted to be Disposed of under this clause (B) shall not exceed 500 acres in the 


 




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aggregate
between the Closing Date and the first scheduled Borrowing Base redetermination, and thereafter shall not exceed 500 acres in
the aggregate between scheduled Borrowing Base redeterminations;


 


(v)              
Casualty Events; 


 


(vi)            
licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of
any Loan Party;


 


(vii)          
the abandonment, lapse, failure to pursue, or discontinuation of use or maintenance of intellectual property that is no
longer material to the operation of the business of any Loan Party; 


 


(viii)        
so long as no Event of Default has occurred and is continuing or would be caused thereby, the Disposition of Oil and Gas
Properties which are attributable to Proven Reserves (and the Disposition of Equity Interests in any Subsidiary that owns such
Oil and Gas Properties) and the consummation of any Hedge Event so long as: 


 


(A)
       as to any such Disposition, (1) either (x) if no Borrowing Base Deficiency exists both
before and after giving effect to such Disposition, at least 80% of the consideration received in respect thereof is in cash or
(y) if a Borrowing Base Deficiency exists either before or after giving effect to such Disposition, 100% of the consideration
received in respect of such Disposition is in cash, (2) the consideration received in respect of such Disposition is equal to
or greater than the fair market value of such Oil and Gas Properties, interest therein or Subsidiary subject of such Disposition
(as reasonably determined by a Responsible Financial Officer of the Borrower for Dispositions for consideration of less than $15,000,000
and as reasonably determined by the board of directors or the equivalent governing body of the Borrower for all other Dispositions
and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower
certifying to that effect), and (3) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition
includes all the Equity Interests of such Subsidiary; and


 


(B)       as
to any such Disposition (including the Disposition of Equity Interests in any Subsidiary that owns Oil and Gas Properties) or
Hedge Event which would have the effect of making the sum of (1) the BB Value of all Dispositions of Oil and Gas Properties (including
the Disposition of Equity Interests in any Subsidiary that owns Oil and Gas Properties) made since either the Closing Date or,
after the end of the Protected Period, the date of the most recent scheduled Borrowing Base redetermination, as applicable (including
such Disposition) plus (2) the BB Value of BB Hedges which have been the subject of any Hedge Event since either the Closing
Date or, after the end of the Protected Period, the date of the most recent scheduled Borrowing Base redetermination, as applicable
(including such Hedge Event) exceed 5% of the Borrowing Base then in effect, the Borrowing Base is automatically reduced as provided
in Section 2.02(d).


 


Section
6.05         Restricted
Payments. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, make any Restricted Payments except:


 


(a)               
 that any Loan Party may make Restricted Payments to any other Loan Party subject to any subordination terms thereof that
may apply;


 




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(b)              
(i) so long as no Event of Default shall exist immediately prior to or after giving effect to such stock purchase or redemption,
stock purchases or redemptions (other than repurchases described in clause (ii) of this Section 6.05(b)) in connection with the
rights of employees or members of the board of directors of the Borrower or any of its Subsidiaries of any capital stock or equity
interests issued pursuant to an employee or board of directors equity subscription agreement, equity option agreement or equity
ownership arrangement or other compensation plan permitted to be issued hereunder, provided that the aggregate amount of
payments under this clause (i) in any fiscal year of the Borrower shall not exceed $2,500,000; provided, further,
that any Restricted Payments permitted (but not made) pursuant to this clause (i) in any prior fiscal year may be carried forward
to any subsequent fiscal year (subject to an annual cap of no greater than $5,000,000) and (ii) repurchases of equity interests
deemed to occur upon (A) the exercise of stock options if the equity interests represent a portion of the exercise price thereof
or (B) the withholding of a portion of equity interests issued to employees and other participants under an equity compensation
program of the Borrower and its Subsidiaries, in each case to cover withholding tax obligations of such persons in respect of
such issuance; and


 


(c)               
Restricted Payments in respect of payments on subordinated Debt to the extent permitted pursuant to Section 6.21.


 


Section
6.06         Investments.
No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, make or permit to exist any Investments or purchase
or commit to purchase any Equity Interests or other securities or evidences of indebtedness of or interests in any Person or
any assets or business of any Person, including without limitation any Oil and Gas Properties or assets related to Oil and Gas
Properties, except:


 


(a)               
Liquid Investments;


 


(b)              
trade and customer accounts receivable arising in the ordinary course of business;


 


(c)               
creation of any additional Subsidiaries in compliance with Section 6.16;


 


(d)              
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 $250,000;


 


(e)               
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;


 


(f)               
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, so long as the Administrative Agent is granted an Acceptable Security
Interest in such Oil and Gas Properties to the extent required by Section 5.08;


 


(g)               
Hedge Contracts to the extent permitted under Section 6.15;


 


(h)              
Loans and advances to directors, officers and employees permitted by applicable law not to exceed $100,000 in the aggregate;


 


(i)                
Investments made by any Loan Party in or to any other Loan Party; and


 




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(j)                
any Investments not otherwise permitted under this Section 6.08 so long as the aggregate amount of the Investments permitted
under this clause (i) shall not exceed $1,000,000 in the aggregate outstanding at any time.


 


Section
6.07         [Reserved].


 


Section
6.08         Affiliate
Transactions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, directly or indirectly, enter
into or permit to exist any transaction or series of transactions (including, but not limited to, the purchase, sale, lease or
exchange of Property, the making of any Investment, the giving of any guaranty, the assumption of any obligation or the rendering
of any service) with any of their Affiliates unless such transaction or series of transactions is on terms no less favorable to
the Loan Parties than those that could be obtained in a comparable arm’s length transaction with a Person that is not such
an Affiliate; provided, however, the foregoing provisions of this Section 6.08 shall not apply to: (a) transactions
solely among the Loan Parties, (b) the performance of employment, equity award, equity option or equity appreciation agreements,
plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred
compensation plans and retirement or savings plans) entered into by the Borrower or any Subsidiary in the ordinary course of its
business with its or for the benefit of is employees, officers and directors, (c) fees and compensation to, and indemnity provided
on behalf of, officers, directors, and employees of the Borrower or any Subsidiary in their capacity as such, to the extent such
fees and compensation are customary and (d) Restricted Payments permitted hereunder.


 


Section
6.09         Compliance
with ERISA. To the extent it could reasonably be expected to, individually or in the aggregate, result in liability of any
Loan Party in excess of $10,000,000, no Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, directly
or indirectly, (a) engage in any transaction in connection with which any Loan Party or any ERISA Affiliate could reasonably be
expected to be subjected to either a civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed by
Chapter 43 of Subtitle D of the Code, in each case with respect to a Pension Plan or an Employee Benefit Plan intended to be qualified
under Section 401(a) of the Code; (b) terminate, or permit any ERISA Affiliate to terminate, any Pension Plan in a manner, or
take any other action with respect to any Pension Plan, which could reasonably be expected to result in any liability to any Loan
Party or any ERISA Affiliate to the PBGC; (c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due
of all amounts which, under the provisions of any Pension Plan, agreement relating thereto or applicable law, any Loan Party or
any ERISA Affiliate is required to pay as contributions thereto; (d) permit to exist, or allow any ERISA Affiliate to permit to
exist, any unpaid minimum required contribution within the meaning of Section 302 of ERISA or section 412 of the Code, whether
or not waived, with respect to any Pension Plan; or (e) incur, or permit any ERISA Affiliate to incur, a liability to or on account
of a Pension Plan or a Multiemployer Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA.


 


Section
6.10         Sale-and-Leaseback.
No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, sell or transfer to a Person any Property, whether
now owned or hereafter acquired, if at the time or thereafter such Loan Party shall lease as lessee such Property or any part
thereof or other Property which such Loan Party or Subsidiary thereof intends to use for substantially the same purpose as the
Property sold or transferred.


 


Section
6.11         Change
of Business; Foreign Operations or Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries
to, (a) materially change the character of its business, taken as a whole, as an independent oil and gas exploration and production
company (including the acquisition, exploration, development, financing, ownership, operation, production, maintenance, storage,
transportation, gathering, processing and marketing of Hydrocarbons and the Oil and Gas 


 




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Properties),
(b) operate any business in any jurisdiction other than the United States or in the offshore federal waters of the United States,
or (c) create or acquire any Subsidiary other than a Subsidiary organized under the laws of any jurisdiction within the United
States (including territories thereof).


 


Section
6.12         Name Change.
No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries that is a Loan Party to, (a) amend its name or change
its jurisdiction of incorporation, organization or formation without (i) providing written notice to the Administrative Agent
at least ten (10) Business Days after such change and (ii) taking all actions reasonably required by the Administrative Agent
to maintain an Acceptable Security Interest in all of the Collateral, or (b) amend, supplement, modify or restate their articles
or certificate of incorporation, bylaws, limited liability company agreements, or other equivalent organizational documents in
any manner which could reasonably be expected to cause a Material Adverse Change without prior written notice to, and prior consent
of, the Administrative Agent.


 


Section
6.13         Use of
Proceeds; Letters of Credit.


 


(a)               
No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, permit the proceeds of any Advance or
Letters of Credit to be used for any purpose other than those permitted by Section 5.09. No Loan Party shall engage in the
business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock”
(as each such term is defined or used, directly or indirectly, in Regulation U). No Loan Party nor any Person acting on behalf
of a Loan Party has taken or shall take, nor permit any of the Subsidiaries to take any action which might cause any of the Loan
Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System 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, including without limitation, the use of the proceeds of any Advance or Letters of Credit
to purchase or carry any margin stock in violation of Regulation T, U or X.


 


(b)              
The Borrower shall not request any Credit Extension, and the Borrower shall not use, directly or, to the knowledge of the
Borrower, indirectly, the proceeds of any Credit Extension (i) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA, (ii) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned
Country, except to the extent licensed or otherwise authorized under U.S. law.


 


Section
6.14         Gas Imbalances,
Take-or-Pay or Other Prepayments. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, allow gas
imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of any Loan Party or any Subsidiary thereof
which would require any Loan Party or any Subsidiary thereof to deliver their respective Hydrocarbons produced on a monthly basis
from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor other than those
which (a) occur in the ordinary course of business and (b) do not, in the aggregate, exceed 1% of the value of the Proven Reserves
of the Borrower and its Subsidiaries.


 


Section
6.15         Hedging
Limitations. No Loan Party shall enter into any Hedge Contract (or any trade or transaction thereunder) except for the Hedge
Contracts:


 


(a)               
Subject to Section 6.15(b), Hedge Contracts with an Approved Counterparty (or trade or transactions thereunder) in respect
of commodities entered which (i) is not entered into for speculative purposes, (ii) is not longer than 5 years in duration, (iii)
does not require any Loan Party to put up money, assets, or other security (including letters of credit) (other than Liens granted
pursuant to the Security


 




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Instruments
and securing the Lender Hedge Obligations), and (iv) the notional volumes for which (when aggregated with other commodity Hedge
Contracts then in effect, other than puts, floors and basis differential swaps on volumes already hedged pursuant to other Hedge
Contracts) do not exceed, as of the date the latest hedging trade or transaction is entered into under a Hedge Contract,


 


(i)                
for the 12-month period from the date such hedging trade or transaction is created, (x) 90% of the production of natural
gas, (y) 90% of the production of oil and (z) 90% of the production of natural gas liquids and condensate, in each case,
from the PDP Reserves as set forth on the most recent Engineering Report, and


 


(ii)              
for the 48-month period commencing with the first anniversary of the date such hedging trade or transaction is created,
(x) 80% of the production of natural gas, (y) 80% of the production of oil and (z) 80% of the production of natural
gas liquids and condensate, in each case, from the PDP Reserves as set forth on the most recent Engineering Report.


 


(b)              
If, after the end of any calendar quarter, commencing with the calendar quarter ending June 30, 2017, the Borrower determines
that the aggregate volume of all commodity hedging trades or transactions for which settlement payments were calculated in such
calendar quarter (other than puts, floors and basis differential swaps on volumes already hedged pursuant to other Hedge Contracts
(or trades or transactions thereunder)) exceeded 90% of actual production of Hydrocarbons in such calendar quarter, then the Borrower
shall promptly notify the Administrative Agent of such determination and shall, within 30 days of such determination, terminate,
create off-setting positions, allocate volumes to other production for which the Borrower or any of its Subsidiaries is marketing,
or otherwise unwind existing Hedge Contracts (or trades or transactions thereunder) such that, at such time, future hedging volumes
will not exceed 100% of reasonably anticipated projected production for the then-current and any succeeding calendar quarters.


 


(c)               
For purposes of entering into or maintaining a Hedge Contract (or trades or transactions thereunder) under Section 6.15(a)(i)
and Section 6.15(b), respectively, forecasts of reasonably anticipated production of Hydrocarbons as set forth on the most
recent Engineering Report shall be revised to account for any increase or decrease therein anticipated because of information
obtained by the Borrower or any other Loan Party subsequent to the publication of such Engineering Report including the Borrower’s
or any other Loan Party’s internal forecasts of production decline rates for existing wells and additions to or deletions
from anticipated future production from new wells and acquisitions coming on stream or failing to come on stream.


 


Section
6.16         Additional
Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, create or acquire any additional
Subsidiaries unless, with respect to each such Subsidiary and within thirty (30) days after the acquisition or formation thereof
(or such later date acceptable to the Administrative Agent in its sole discretion or such earlier date required by the Administrative
Agent in its sole discretion if a Borrowing Base increase occurs in connection with such acquisition), the Borrower has delivered
to the Administrative Agent (a) a Guaranty or a supplement to an existing Guaranty executed and delivered by such Subsidiary in
form and substance reasonably satisfactory to the Administrative Agent, (b)  a Security Agreement or a supplement to an existing
Security Agreement and Mortgages, and such other Security Instruments executed and delivered by such Subsidiary and as the Administrative
Agent may reasonably request in order to grant to the Administrative Agent an Acceptable Security Interest in the assets of each
such Subsidiary now owned or hereafter acquired as required under Section 5.08(a) – (c), and (c) certificates, opinions
of counsel, title opinions or other documents as the Administrative Agent may reasonably request, including all documentation
and other information that any Lender may reasonably request in order to comply with its 


 




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ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot
Act.


 


Section
6.17         Financial
Covenants.


 


(a)               
Leverage Ratio. The Borrower shall not permit, as of the last day of each fiscal quarter, beginning with the fiscal
quarter ending September 30, 2017, the Leverage Ratio as of the last day of any fiscal quarter end to be greater than 3.50 to
1.00.


 


(b)              
Interest Coverage Ratio. The Borrower shall not permit, as of the last day of each fiscal quarter, beginning with
the fiscal quarter ending September 30, 2017, the Interest Coverage Ratio as of the last day of any fiscal quarter end to be less
than 2.50 to 1.00.


 


(c)               
Current Ratio. The Borrower shall not permit, as of the last day of each fiscal quarter, beginning with the fiscal
quarter ending September 30, 2017, the Current Ratio as of the last day of any fiscal quarter end to be less than 1.00 to 1.00.


 


Section
6.18         Asset
Coverage Ratio. The Borrower shall not permit, as of the last day of each of the fiscal quarters ending September 30, 2017
and December 31, 2017, the Asset Coverage Ratio to be less than 1.35 to 1.00; provided that this Section 6.18 shall not apply
after the Protected Period ends. Notwithstanding anything to the contrary contained herein, any violation of this Section 6.18
shall not be an “Event of Default” hereunder, but shall instead trigger the conclusion of the Protected Period and
permit the Administrative Agent and the Required Lenders to redetermine the Borrowing Base.


 


Section
6.19         Fiscal
Year; Fiscal Quarter. The Borrower shall not, and shall not permit any Subsidiaries to, change its fiscal year or any of its
fiscal quarters.


 


Section
6.20         Limitation
on Operating Leases. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any obligations for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding
Capital Leases, leases of Hydrocarbons and other Oil and Gas Properties, and leases for field equipment in the ordinary course
of business), under Operating Leases which would cause the aggregate amount of all payments made by the Loan Parties pursuant
to all Operating Leases, including any residual payments at the end of any lease, to exceed $3,000,000 in any period of twelve
consecutive calendar months during the life of such leases.


 


Section
6.21         Prepayment
of Certain Debt and Other Obligations. No Loan Party shall, nor shall it permit any of its Subsidiaries to, prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation
of the subordination terms of, the principal amount of any subordinated Indebtedness, except (a) [reserved], (b) regularly scheduled
or required repayments, redemptions or purchases of subordinated Indebtedness permitted hereunder and refinancings and refundings
of such subordinated Indebtedness so long as such refinancings and refundings would otherwise comply with Section 6.02, and (c)
so long as no Event of Default exists or would result therefrom, other prepayments, redemptions, purchases, defeasances or other
satisfaction of subordinated Indebtedness permitted hereunder not described in the immediately preceding clauses (a) and (b) subject
to any applicable subordination or intercreditor agreements with respect thereto.


 


Section
6.22         [Reserved].


 


Section
6.23         Environmental
Matters. No Loan Party shall cause or permit any of its currently owned, leased or operated Property to be in violation of,
or cause or permit a Release of Hazardous 


 




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Materials
which will subject any such currently owned, leased or operated Property to any Response or remedial obligations required under,
any Environmental Laws where such violations or Response or remedial obligations could (a) individually reasonably be expected
to result in an Environmental Claim against any Loan Party in excess of $5,000,000, or (b) in the aggregate reasonably be expected
to result in a Material Adverse Change.


 


Section
6.24         Marketing
Activities. No Loan Party shall engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto
other than (a) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved
Oil and Gas Properties during the period of such contract, (b) contracts for the sale of Hydrocarbons scheduled or reasonably
estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with
the Oil and Gas Properties of any Loan Party that such Loan Party has the right to market pursuant to joint operating agreements,
unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (c) other
contracts for the purchase and/or sale of Hydrocarbons of third parties (i) that have generally offsetting provisions (i.e.
corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (ii) for
which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.


 


Section
6.25         Sale or
Discount of Receivables. Except for receivables obtained by any Loan Party out of the ordinary course of business or the settlement
of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable
or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof
and not in connection with any financing transaction or any Investments permitted under Section 6.06(d), the Borrower shall not,
and shall not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.


 


ARTICLE
VII

EVENTS OF DEFAULT; REMEDIES


 


Section
7.01         Events
of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Loan
Document:


 


(a)               
Payment. The Borrower shall (i) fail to pay when due any principal payable hereunder or under the Notes (including
any requirement to Cash Collateralize and Reimbursement Obligations) or (ii) fail to pay, within 3 Business Days of when due,
any interest or other amounts (including fees, reimbursements (other than Reimbursement Obligations), and indemnifications) payable
hereunder, under the Notes, or under any other Loan Document;


 


(b)              
Representation and Warranties. Any representation or warranty made or deemed to be made by any Loan Party (or any
of their respective officers) in this Agreement or in any other Loan Document shall prove to have been incorrect in any material
respect (unless already qualified by materiality or Material Adverse Change in the text thereof, in which case, such representation
or warranty shall prove to have been incorrect in any respect) when made or deemed to be made;


 


(c)               
Covenant Breaches. Any Loan Party shall fail to (i) perform or observe any covenant contained in Section 5.02(a),
Section 5.03 (with respect to the Borrower’s existence), Section 5.06(i), Section 5.09, Section 5.17, or Article VI
of this Agreement (other than Section 6.18) or (ii) fail to perform or observe any other term or covenant set forth in this
Agreement (other than Section 6.18) or in any other Loan Document which is not covered by clause (i) above or any other provision
of this Section 7.01 if such failure shall remain unremedied for 30 days after the earlier of the knowledge of any Responsible


 




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Officer
of any Loan Party of the occurrence of such breach or failure and the date notice thereof is given to the Borrower by the Administrative
Agent or any Lender;


 


(d)              
Cross-Defaults. (i) Any Loan Party shall fail to pay any principal of or premium or interest on its Indebtedness
that is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of
any Loan Party so in default (but excluding Indebtedness under the Loan Documents) when the same becomes due and payable (whether
by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (ii) any other event shall
occur or condition shall exist under any agreement or instrument relating to Indebtedness (including, without limitation, any
event of default or termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment
amount or similar amount) of at least $5,000,000 individually or when aggregated with all such Indebtedness of any Loan Party
so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any
such Indebtedness in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of any
Loan Party shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment),
prior to the stated maturity thereof; provided that, for purposes of this subsection 7.01(d), the “principal amount”
of the obligations in respect of any Hedge Contract at any time shall be Hedge Termination Value thereof;


 


(e)               
Insolvency. Any Loan Party shall generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against any Loan Party seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or for any substantial part of its Property and, in the case of any such proceeding instituted
against any such Loan Party either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought
in such proceeding shall occur; or any such Loan Party shall take any corporate, limited liability company, or partnership, as
applicable, action to authorize any of the actions set forth above in this paragraph (e);


 


(f)               
Judgments. Any judgment or order for the payment of money in excess of $5,000,000 shall be rendered against any
Loan Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect;


 


(g)               
Termination Events. The occurrence of any of the following events: (i) any Loan Party fails to make full payment
when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Loan Party is
required to pay as contributions thereto and such unpaid amounts are in excess of $5,000,000, (ii) a Termination Event that results
in, or could reasonably be expected to result in, liability to any Loan Party in excess of $5,000,000 or (iii) any Loan Party
as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and
the plan sponsor of such Multiemployer Plan notifies such withdrawing employer that such employer has incurred a withdrawal liability
requiring payments in an amount exceeding $5,000,000;


 


(h)              
Change in Control. A Change in Control shall have occurred;


 




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(i)                
Security Instruments. (i) The Administrative Agent shall fail to have an Acceptable Security Interest in any
portion of the Collateral (other than Collateral Disposed of in accordance with this Agreement or any other Loan Document) or
(ii) any Security Instrument shall at any time and for any reason cease to create the Lien on the Property purported to be
subject to such agreement in accordance with the terms of such agreement, or cease to be in full force and effect, or shall be
contested by any Loan Party; provided that, for title defects and exceptions that are not Permitted Liens, the Borrower
will have 60 days to cure as provided for by Section 5.11; and


 


(j)                
Loan Documents. Any material provision of any Loan Document shall for any reason cease to be in full force and effect
or valid, binding, or enforceable on any Loan Party or any such Person shall so state in writing;


 


Section
7.02         Optional
Acceleration of Maturity. If any Event of Default (excluding an Event of Default pursuant to Section 7.01(e)) shall have
occurred and be continuing, then, and in any such event,


 


(a)               
the Administrative Agent (i) may, and shall at the request of the Majority Lenders, by notice to the Borrower, declare
the obligation of each Lender and the Issuing Lender to make extensions of credit hereunder, including making Advances and issuing,
increasing or extending Letters of Credit, to be terminated, whereupon the same shall forthwith terminate, and (ii) may, and shall
at the request of the Majority Lenders, by notice to the Borrower, declare all principal, interest, fees, reimbursements, indemnifications,
and all other amounts payable under this Agreement, the Notes, and the other Loan Documents to be forthwith due and payable, whereupon
all such amounts shall become and be forthwith due and payable in full, without notice of intent to demand, demand, presentment
for payment, notice of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate, notice
of acceleration, and all other notices, all of which are hereby expressly waived by the Borrower;


 


(b)              
the Borrower shall, on demand of the Administrative Agent (which demand shall be made at the request of the Majority Lenders),
deposit into the Cash Collateral Account an amount of cash equal to the Minimum Collateral Amount as security for the Secured
Obligations; and


 


(c)               
the Administrative Agent may, and shall at the request of the Majority Lenders, proceed to enforce its rights and remedies
under the Security Instruments, the Guaranty, and any other Loan Documents for the ratable benefit of the Secured Parties by appropriate
proceedings.


 


Section
7.03         Automatic
Acceleration of Maturity. If any Event of Default pursuant to Section 7.01(e) shall occur,


 


(a)               
(i) the obligation of each Lender and the Issuing Lender to make extensions of credit hereunder, including making Advances
and issuing, increasing or extending Letters of Credit, shall terminate, and (ii) all principal, interest, fees, reimbursements,
indemnifications, and all other amounts payable under this Agreement, the Notes, and the other Loan Documents shall become and
be forthwith due and payable in full, without notice of intent to demand, demand, presentment for payment, notice of nonpayment,
protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices,
all of which are hereby expressly waived by the Borrower;


 


(b)              
the Borrower shall deposit into the Cash Collateral Account an amount of cash equal to the Minimum Collateral Amount as
security for the Secured Obligations; and


 




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(c)               
the Administrative Agent may, and shall at the request of the Majority Lenders, proceed to enforce its rights and remedies
under the Security Instruments, the Guaranty, and any other Loan Document for the ratable benefit of the Secured Parties by appropriate
proceedings.


 


Section
7.04         Right
of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, the Issuing
Lender, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by applicable Legal Requirement, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing by the Administrative Agent, the Issuing Lender,
such Lender or such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of
any Loan Party now or hereafter existing under this Agreement or any other Loan Document and owing to the Administrative Agent,
such Lender, such Issuing Lender or such Affiliate, irrespective of whether or not the Administrative Agent, such Lender, the
Issuing Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such
obligations of any Loan Party may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, such
Lender, such Issuing Lender or such Affiliate different from the branch or office holding such deposit or obligated on such obligations;
provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall
be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent, the Issuing Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. Each of the Lender Parties agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of
such setoff and application. The rights of the Administrative Agent, each Lender, the Issuing Lender and their respective Affiliates
under this Section 7.04 are in addition to other rights and remedies (including other rights of setoff) that the Administrative
Agent, such Lender, the Issuing Lender or their respective Affiliates may have.


 


Section
7.05         Non-exclusivity
of Remedies. No right, power, or remedy conferred to any Lender Party in this Agreement or the Loan Documents, or now or hereafter
existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full
extent permitted by law be cumulative and in addition to every other such right, power or remedy. No course of dealing and no
delay in exercising any right, power, or remedy conferred to any Lender Party in this Agreement and the Loan Documents or now
or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such
right, power, or remedy. Any Lender Party may cure any Event of Default without waiving the Event of Default. No notice to or
demand upon the Borrower or any other Loan Party shall entitle the Borrower or any other Loan Party to similar notices or demands
in the future.


 


Section
7.06         Application
of Proceeds.


 


(a)               
Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the
Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.05 and Section
2.13. From and during the continuance of any Event of Default, any monies or Property actually received by the Administrative
Agent pursuant to this Agreement or any other Loan Document (other than as a result of the exercise of any rights or remedies
under any Security Instrument or any other agreement with the Borrower or any Guarantor which secures any of the Secured Obligations),
shall be applied as determined by the


 




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Administrative
Agent, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.05 and Section
2.13.


 


(b)              
Notwithstanding the foregoing, in the event that the Obligations have been accelerated pursuant to Section 7.02 or 7.03
or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or in any other Loan Document,
all monies or Property actually received by the Administrative Agent pursuant to this Agreement or any other Loan Document as
a result of the exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower or any
Guarantor which secures any of the Secured Obligations, shall be applied in accordance with Section 2.13 and otherwise in the
following order:


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney
fees, payable to the Administrative Agent in its capacity as such and the Issuing Lender in its capacity as such, ratably among
the Administrative Agent and Issuing Lender in proportion to the respective amounts described in this clause First payable
to them;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to
the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and Letter of Credit
Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to
them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Advances, Letter of Credit Obligations
and all other payment obligations constituting Secured Obligations (other than Obligations entitled to priority under clauses
First, Second and Third clauses above), ratably among the Secured Parties in proportion to the respective
amounts described in this clause Fourth payable to them;


 


Fifth,
to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any Letters of Credit then outstanding;
and


 


Last,
the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Legal Requirements.


 


Notwithstanding
the foregoing, (a) payments and collections received by the Administrative Agent from any Loan Party that is not a Qualified ECP
Guarantor (and any proceeds received in respect of such Loan Party’s Collateral) shall not be applied to Excluded Swap Obligations
with respect to any Loan Party, provided, however, that the Administrative Agent shall make such adjustments as it determines
is appropriate with respect to payments and collections received from the other Loan Parties (or proceeds received in respect
of such other Loan Parties’ Collateral) to preserve, as nearly as possible, the allocation to Secured Obligations otherwise
set forth above in this Section 7.06 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded
Swap Obligations), and (b) Banking Services Obligations and Lender Hedge Obligations may be excluded from the application
described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation
as the Administrative Agent may request, from the applicable Secured Party as the case may be. Each Secured Party not a party
to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged
and accepted the appointment


 




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of the Administrative
Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Lender” party hereto.


 


ARTICLE
VIII

THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER


 


Section
8.01         Appointment
and Authority. Each Lender and the Issuing Lender hereby irrevocably (a) appoints KeyBank to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents, and (b) authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article VIII are solely for the benefit of the Lender
Parties, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions,
other than the rights expressly provided to the Borrower under Section 8.06(a) and Section 8.11(b). It is understood and agreed
that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to
the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Legal Requirement. Instead such term is used as a matter of market custom, and is intended to create
or reflect only an administrative relationship between contracting parties.


 


Section
8.02         Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, own securities, act as the financial advisor or in any other advisory capacity for and generally engage in any
kind of business with the Borrower or any other Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders. KeyBank (and any successor acting as Administrative Agent)
and its Affiliates may accept fees and other consideration from the Borrower or any Affiliate of the Borrower for services in
connection with this Agreement or otherwise without having to account for the same to the Lenders or the Issuing Lender.


 


Section
8.03         Exculpatory
Provisions. The Administrative Agent (which term as used in this Section 8.03 shall include its Related Parties) shall not
have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder
shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)               
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)              
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise
as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders or Secured Parties as shall
be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable Legal Requirement, including for the avoidance of doubt any action that may be
in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of
property of a Defaulting Lender in violation of any Debtor Relief Law; and


 




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(c)               
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, nor shall it
be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective
Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any
capacity.


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority
Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.03 and 7.01) or (ii) in
the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or the Issuing Lender. In the
event that the Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall (subject
to Section 9.03) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Majority
Lenders, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from taking such action) with respect to such Default as
it shall deem advisable in the best interest of the Lender Parties.


 


The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or
representation (whether written or oral) made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the value, validity, enforceability, effectiveness, sufficiency or genuineness
of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the inspection of, or to inspect,
the Property (including the books and records) of any Loan Party or any Affiliate thereof, (vi) the satisfaction of any condition
set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to
the Administrative Agent, or (vii) any litigation or collection proceedings (or to initiate or conduct any such litigation or
proceedings) under any Loan Document unless requested by the Majority Lenders in writing and its receives indemnification satisfactory
to it from the Lenders.


 


Section
8.04         Reliance
by Administrative Agent and Issuing Lender. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document, writing or other communication
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or any Conversion
or continuance of an Advance that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have
received notice to the contrary from such Lender or Issuing Lender prior to the making of such Credit Extension or Conversion
or continuance of an Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and the Administrative Agent shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.


 




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Section
8.05         Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub-agents appointed by it. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a
final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection
of such sub-agents.


 


Section
8.06         Resignation
of Agent or Issuing Lender.


 


(a)               
The Administrative Agent and the Issuing Lender may at any time give notice of its resignation to the other Lender Parties
and the Borrower. Upon receipt of any such notice of resignation, (i) the Majority Lenders shall have the right, with the prior
written consent of the Borrower (which consent is not required if an Event of Default has occurred and is continuing and which
consent shall not be unreasonably withheld or delayed), to appoint, as applicable, a successor Administrative Agent (which shall
be a Lender or such other Person appointed by the Majority Lenders) or a successor Issuing Lender (which shall be a Lender). If
no such successor Administrative Agent or Issuing Lender shall have been so appointed and shall have accepted such appointment
within 30 days after the retiring Administrative Agent or Issuing Lender gives notice of its resignation (or such earlier day
as shall be agreed by the applicable Majority Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent or Issuing Lender, as applicable, may on behalf of the Lenders and Issuing Lender, appoint a successor Administrative
Agent or Issuing Lender meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation
by the Administrative Agent or the Issuing Lender shall become effective in accordance with such notice on the Resignation Effective
Date.


 


(b)              
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Majority Lenders may, to the extent permitted by applicable Legal Requirement, by notice in writing to the Borrower and such
Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor
shall have been so appointed by applicable Majority Lenders and shall have accepted such appointment within 30 days (or such earlier
day as shall be agreed by the applicable Majority Lenders) (the “Removal Effective Date”), then such removal
shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 


(c)               
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed
Administrative Agent or Issuing Lender, as applicable, shall be discharged from its duties and obligations as the Administrative
Agent and Issuing Lender hereunder and under the other Loan Documents (except that (v) in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed
and (z) the retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters of Credit outstanding on the effective
date of its resignation and the provisions affecting the Issuing Lender with respect to such Letters of Credit shall inure to
the benefit of the retiring Issuing Lender until the termination of all such Letters of Credit) and (ii) all payments, communications
and determinations provided to be made by, to or through the retiring or removed Administrative Agent or Issuing Lender, as applicable,
shall instead be made by or to each applicable


 




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class
of Lenders, until such time as the Majority Lenders appoint a successor Administrative Agent or Issuing Lender as provided for
above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent or Issuing Lender, as
applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring or removed Administrative Agent or Issuing Lender, as applicable, and the retiring or removed Administrative Agent
or Issuing Lender, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents. The fees payable by the Borrower to a successor Administrative Agent or Issuing Lender, as applicable, shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or
removed Administrative Agent’s or Issuing Lender’s resignation or removal hereunder and under the other Loan Documents,
the provisions of this Article VIII and Sections 9.02(a) and (b), Section 8.09 and Section 2.14(d) shall continue in effect for
the benefit of such retiring or removed Administrative Agent and Issuing Lender, as applicable, their respective sub-agents and
their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed
Administrative Agent or Issuing Lender, as applicable, was acting as Administrative Agent or Issuing Lender, as applicable.


 


Section
8.07         Non-Reliance
on Administrative Agent and Other Lenders. Each Lender Party acknowledges and agrees that it has, independently and without
reliance upon the Administrative Agent or any other Lender Party or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
Party also acknowledges and agrees that it will, independently and without reliance upon the Administrative Agent or any other
Lender Party or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or thereunder. Except for notices, reports, and other documents and
information expressly required to be furnished to the Lenders or the Issuing Lender by the Administrative Agent hereunder and
for other information in the Administrative Agent’s possession which has been requested by a Lender and for which such Lender
pays the Administrative Agent’s expenses in connection therewith, the Administrative Agent shall not have any duty or responsibility
to provide any Lender or any Issuing Lender with any credit or other information concerning the affairs, financial condition,
or business of any Loan Party or Affiliates that may come into the possession of the Administrative Agent or any of its Affiliates.


 


Section
8.08         No Other
Duties, etc. Anything herein to the contrary notwithstanding, none of the lead arranger, documentation agent, syndication
agent or other titles to Lenders or Affiliates of a Lender which may be listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as
the Administrative Agent a Lender or the Issuing Lender hereunder.


 


Section
8.09         Indemnification.


 


(a)               
INDEMNITY OF ADMINISTRATIVE AGENT. THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH
OF ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER),
ratably according to the respective principal amounts of the Advances then held by each
of them (or if no principal of the Advances is at the time outstanding, ratably according to the respective Commitments held by
each of them immediately prior to the termination, expiration or full 


 




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reduction
of each such Commitment), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST
such indemnified person IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (in
all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of
SUCH indemnified person), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CLAIMS, PROVIDED THAT NO LENDER SHALL
BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES,
OR DISBURSEMENTS RESULTING FROM such indemnified person’s GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT, IN EACH CASE, as determined by a final non-appealable judgment
of a court of competent jurisdiction. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE
AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE (DETERMINED AS SET FORTH ABOVE IN THIS PARAGRAPH) OF ANY OUT-OF-POCKET EXPENSES
(INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN
RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT THE ADMINISTRATIVE
AGENT IS NOT REIMBURSED FOR SUCH BY THE BORROWER.


 


(b)              
THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE ISSUING LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ratably
according to the respective principal amounts of the Advances then held by each of them (or if no principal of the Advances is
at the time outstanding, ratably according to the respective amounts of the Commitments then held by each of them, or, if no such
principal amounts are then outstanding and no Commitments are then existing, ratably according to the Commitments held by each
of them immediately prior to the termination or expiration thereof), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH
MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH INDEMNIFIED PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT
OR ANY ACTION TAKEN OR OMITTED BY THE ISSUING LENDER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (in
all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of
SUCH INDEMNIFIED PERSON), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CLAIMS, PROVIDED THAT NO LENDER
SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES, OR DISBURSEMENTS RESULTING FROM SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN
EACH 


 




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CASE,
as determined by a final non-appealable judgment of a court of competent jurisdiction.
WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ISSUING LENDER PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE
(DETERMINED AS SET FORTH ABOVE IN THIS PARAGRAPH) OF ANY OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE ISSUING
LENDER IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER
THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT THE ISSUING LENDER IS NOT REIMBURSED FOR SUCH BY THE BORROWER.


 


Section
8.10         Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Advance or Letter
of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention
in such proceeding or otherwise:


 


(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances,
Letter of Credit Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the Issuing Lender and the Administrative Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lender and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lender and the Administrative
Agent hereunder) allowed in such judicial proceeding; and


 


(b)              
to collect and receive any monies or other Property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and Issuing Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lender, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its respective agents and counsel, and any other amounts due to the Administrative Agent under Section 2.08.


 


Section
8.11         Collateral
and Guaranty Matters.


 


(a)               
The Administrative Agent is authorized on behalf of the Secured Parties, without the necessity of any notice to or further
consent from such Secured Parties, from time to time, to take any actions with respect to any Collateral or Security Instruments
which may be necessary to perfect and maintain the Liens upon the Collateral granted pursuant to the Security Instruments. The
Administrative Agent is further authorized (but not obligated) on behalf of the Secured Parties, without the necessity of any
notice to or further consent from the Secured Parties, from time to time, to take any action in exigent circumstances as may be
reasonably necessary to preserve any rights or privileges of the Secured Parties under the Loan Documents or applicable Legal
Requirements. By accepting the benefit of the Liens granted pursuant to the Security Instruments, each Secured Party hereby agrees
to the terms of this paragraph (a).


 


(b)              
The Lenders hereby, and any other Secured Party by accepting the benefit of the Liens granted pursuant to the Security
Instruments, irrevocably authorize the Administrative Agent to (i) release


 




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any
Lien granted to or held by the Administrative Agent upon any Collateral (a) upon termination of this Agreement, termination
of all Hedge Contracts with such Persons (other than Hedge Contracts as to which arrangements satisfactory to the applicable counterparty
in its sole discretion have been made), termination of all Letters of Credit (other than Letters of Credit as to which arrangements
satisfactory to the Issuing Lender in its sole discretion have been made), and the payment in full of all outstanding Advances,
Letter of Credit Obligations and all other Secured Obligations (other than contingent indemnity obligations for which no claims
have been made); (b) constituting Property sold or to be sold or Disposed of as part of or in connection with any Disposition
permitted under this Agreement or any other Loan Document; (c) constituting Property in which no Loan Party owned an interest
at the time the Lien was granted or at any time thereafter other than as a result of a transaction prohibited hereunder; or (d) constituting
Property leased to any Loan Party under a lease which has expired or has been terminated in a transaction permitted under this
Agreement or is about to expire and which has not been, and is not intended by such Loan Party to be, renewed or extended; and
(ii) release a Guarantor from its obligations under a Guaranty and any other applicable Loan Document and release the Lien
granted to or held by the Administrative Agent upon any Collateral of such Person if such Person ceases to be a Subsidiary as
a result of a transaction permitted under this Agreement. Upon the request of the Administrative Agent at any time, the Secured
Parties will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral
or Guarantors pursuant to this Section 8.11. At the written request and sole expense of the Borrower, which written request
shall also include a certification from a Responsible Officer certifying to the Administrative Agent that such release is permitted
under this Section 8.11 and that such transaction is in compliance with this Agreement and the other Loan Documents (which certification
the Administrative Agent may, but is not obligated to, rely on), the Administrative Agent shall promptly provide the releases
of Collateral or Guarantors permitted to be released under this Section 8.11 subject to evidence of such transaction and release
documentation reasonably satisfactory to the Administrative Agent except that the Administrative Agent may, but shall not be obligated,
to provide such releases for such Property to be sold but not yet sold or such Property subject to a lease that is about to expire
but not yet expired. Upon any of the Collateral constituting personal property being Disposed of as permitted under this Agreement,
then such Collateral shall be automatically released from the Liens created under the applicable Security Instrument and the Administrative
Agent.


 


(c)               
Notwithstanding anything contained in any of the Loan Documents to the contrary, the Loan Parties, the Administrative Agent,
and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder, under the Guaranty
and under the Security Instruments may be exercised solely by the Administrative Agent, as applicable, on behalf of the Secured
Parties in accordance with the terms hereof and the other Loan Documents. By accepting the benefit of the Liens granted pursuant
to the Security Instruments, each Secured Party not party hereto hereby agrees to the terms of this paragraph (c).


 


Section
8.12         Credit
Bidding.


 


(a)               
The Secured Parties hereby authorize the Administrative Agent, on behalf of itself and the Secured Parties, at the direction
of the Majority Lenders, to credit bid all or any portion of the Secured Obligations and in such manner purchase for the benefit
of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative
Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted
under any applicable provisions of the Bankruptcy Code, including Sections 363, 1123 or 1129 thereof, or at any other sale
or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Legal Requirements.


 




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(b)              
Each Secured Party hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of
the Administrative Agent and the Majority Lenders, it will not take any enforcement action, accelerate obligations under any Loan
Documents, or exercise any right that it might otherwise have under Legal Requirements to credit bid at foreclosure sales, UCC
sales, sales conducted under any applicable provision of the Bankruptcy Code or other similar Dispositions of Collateral; provided
that, for the avoidance of doubt, this subsection (b) shall not limit the rights of (i) any Lender Swap Counterparty to terminate
any Hedge Contract or net out any resulting termination values, or (ii) any Banking Service Provider to terminate any Banking
Services or set off against any deposit accounts.


 


ARTICLE
IX

MISCELLANEOUS


 


Section
9.01         Costs
and Expenses. The Borrower agrees to pay promptly, upon written demand:


 


(a)               
all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the syndication,
preparation, execution, delivery, administration, modification, and amendment of this Agreement, the Notes, and the other Loan
Documents, including, without limitation, the reasonable and documented fees, expenses, charges and disbursements of outside counsels
for the Administrative Agent, and


 


(b)              
all documented out-of-pocket costs and expenses, if any, of the Administrative Agent and each Lender (including, without
limitation, documented outside counsel fees, expenses, charges and disbursements of each Lender and the Administrative Agent but
excluding amounts that Borrower and/or any Guarantor are not required to indemnify the indemnified persons for pursuant to Section
9.02) in connection with the enforcement of or protection of rights under (whether through negotiations, legal proceedings, or
otherwise) this Agreement, the Notes and the other Loan Documents (including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of the Credit Extensions).


 


Section
9.02         Indemnification;
Waiver of Damages.


 


(a)               
INDEMNIFICATION. EACH LOAN PARTY THAT IS A PARTY HERETO AGREES
TO, AND DOES HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE ISSUING LENDER, EACH LENDER,
EACH LENDER SWAP COUNTERPARTY, AND EACH OF THEIR RESPECTIVE RELATED PARTIES (EACH, AN “INDEMNITEE”) FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND EXPENSES OF ANY KIND OR NATURE (INCLUDING FEES, CHARGES,
AND DISBURSEMENTS OF COUNSEL AND ANY CONSULTANT FOR ANY INDEMNITEE), TO WHICH SUCH INDEMNITEE MAY BECOME SUBJECT OR THAT MAY BE
INCURRED BY OR ASSERTED OR AWARDED AGAINST SUCH INDEMNITEE BY ANY PERSON (INCLUDING THE BORROWER, ANY SUBSIDIARY OR ANY AFFILIATE
THEREOF), IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH
ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE EXECUTION OR DELIVERY
OF ANY LOAN DOCUMENT, ANY HEDGE CONTRACT WITH ANY LENDER SWAP COUNTERPARTY, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY,
THE PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION 


 




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OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY ADVANCE OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS
THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS
PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR
ALLEGED PRESENCE OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON, AT, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR OPERATED
BY THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY
OR AFFILIATE THEREOF AT ANY TIME, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY
OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY THE BORROWER OR
ANY SUBSIDIARY OR AFFILIATE THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (V) ANY CLAIM (INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION OR OTHER PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY LENDER SWAP COUNTERPARTY IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THE ADVANCES, ANY LOAN DOCUMENT, ANY HEDGE CONTRACT WITH ANY LENDER SWAP COUNTERPARTIES OR ANY DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (AND IN ALL CASES, WHETHER
OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH INDEMNITEE);
PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NON-APPEALABLE JUDGMENT (A) TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) TO HAVE RESULTED FROM A CLAIM BROUGHT BY THE BORROWER
AGAINST ANY INDEMNITEE OF ANY MATERIAL BREACH IN BAD FAITH OF SUCH INDEMNITEE’S FUNDING OBLIGATIONS UNDER THIS AGREEMENT
OR WITH RESPECT TO THE HEDGE CONTRACT WITH ANY LENDER SWAP COUNTERPARTIES, OR (C) ARE ON ACCOUNT OF A DISPUTE ARISING SOLELY AMONG
INDEMNITEES (OTHER THAN THE ADMINISTRATIVE AGENT IN ITS ROLE AS SUCH) TO THE EXTENT SUCH DISPUTE DOES NOT INVOLVE AND IS NOT RELATED
TO ANY ACT, OMISSION OR REPRESENTATION ON THE PART OF, OR ANY INFORMATION PROVIDED BY OR ON BEHALF OF, THE BORROWER, ANY GUARANTOR
OR AFFILIATES THEREOF. THIS INDEMNITY SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS,
DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. No Loan Party shall, without the prior written consent of each Indemnitee affected
thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnitee to claim indemnification
hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or
action against such Indemnitee, (y) does not include any statement as to or an admission of fault, culpability or failure to act
by or on behalf of any Indemnitee and (z) does not require any actions to be taken or refrained from being taken by any Indemnitee
other than the execution of the related settlement agreement, if any.


 




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(b)              
Waiver of Consequential Damages, Etc. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LEGAL REQUIREMENT THE PARTIES HERETO SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM AGAINST ANY OTHER PARTY
HERETO, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES)
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, ANY THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY ADVANCE OR LETTER OF CREDIT OR THE USE OF
THE PROCEEDS THEREOF; PROVIDED THAT, THIS WAIVER AND AGREEMENT SHALL NOT LIMIT THE LOAN PARTIES’ INDEMNIFICATION OBLIGATIONS
TO THE EXTENT SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO THE EXTENT SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES ARE INCLUDED IN ANY THIRD PARTY CLAIM IN CONNECTION WITH WHICH SUCH INDEMNIFIED PERSON IS OTHERWISE ENTITLED TO INDEMNIFICATION
HEREUNDER OR THEREUNDER. NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION
OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION
WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


(c)               
Payments. All amounts due under this Section shall be payable promptly after demand therefor.


 


(d)              
Survival. Without prejudice to the survival of any other agreement of the Loan Parties hereunder, the agreements
and obligations of the Loan Parties contained in this Section 9.02 shall survive the termination of this Agreement, the termination
of all Commitments, and the payment in full of the Advances and all other amounts payable under this Agreement.


 


Section
9.03         Waivers
and Amendments. No amendment or waiver of any provision of this Agreement, the Notes, or any other Loan Document (other than
the Fee Letter), nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided that:


 


(a)               
no amendment, waiver or consent shall, without the consent of each Lender directly and adversely affected thereby, (i)
reduce the amount of, or rate of interest on, the Advances (other than the Default Rate of interest on the Advances which may
be reduced or waived by the Majority Lenders), (ii) reduce the amount of any fees or other amounts payable hereunder or under
any other Loan Document (other than those specifically addressed above in this Section 9.03), (iii) amend, waive or consent
to depart from any of the conditions specified in Section 3.01 (other than such conditions which are expressly noted to be subject
to Majority Lenders’ approval), (iv) increase the Maximum Credit Amount or any obligations of any Lender, (v) postpone
or extend any date fixed for any payment of any fees or other amounts payable hereunder (other than those otherwise specifically
addressed in this Section 9.03), including an extension of the Maturity Date or the Commitment Termination Date, or (vi) amend,
waive or consent to depart from Section 2.13(e) or Section 7.06;


 


(b)              
no amendment, waiver or consent shall, unless the same shall be in writing and signed by each Lender, (i) except as
permitted under Section 8.11(b), release all or substantially all of the Guarantors from their obligations under any Guaranty
or, except as specifically provided in the Loan


 




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Documents
and as a result of transactions permitted by the terms of this Agreement, release all or substantially all of the Collateral;
(ii) increase the Borrowing Base, or (iii) amend the definitions of “Majority Lenders”, “Required
Lenders” or “Credit Exposure”, this Section 9.03 or any other provision in any Loan Document specifying the
number or percentage of Lenders required to waive, amend or modify any rights thereunder (other than as provided in clause (c)
below);


 


(c)               
no amendment, waiver or consent shall, without the consent of the Required Lenders, (i) decrease or maintain the same
amount of the Borrowing Base or (ii) amend, waive or consent to depart from any other provision in this Agreement which expressly
requires the consent of, or action or waiver by, the Required Lenders, including, without limitation, Section 2.02 (except for
such provisions in Section 2.02 which expressly require consent of all the Lenders);


 


(d)              
no amendment, waiver, or consent shall, unless in writing and signed by each Lender Swap Counterparty directly affected
thereby in addition to the Lenders required above to take such action, materially, adversely and disproportionately affect (i)
such Lender Swap Counterparty as compared to the other Secured Parties or (ii) the Lender Swap Counterparties as compared to the
Lenders;


 


(e)               
no amendment, waiver, or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and


 


(f)               
no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required
above to take such action, affect the rights or duties of the Issuing Lender under this Agreement or any other Loan Document.


 


Section
9.04         Severability.
Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder
of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


Section
9.05         Survival
of Representations and Obligations.


 


(a)               
All representations and warranties set forth in Article IV and all representations and warranties contained in any
certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection
with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and
warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly
made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement,
any investigation made by or on behalf of the Lenders or any borrowing hereunder.


 


(b)              
Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are
entitled under the provisions of Article VIII or Article IX and any other provision of this Agreement and the other
Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events
arising after such termination as well as before. Without limiting the foregoing, all obligations of the Loan Parties provided
for in Sections 2.11, 2.12, 2.14(d), 9.01 and 9.02 and all of the obligations of the Lenders in Section 8.09 shall survive
any termination of this Agreement and repayment in full of the Obligations. No termination of this Agreement shall affect the
rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement
which survives such termination.


 




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Section
9.06         Binding
Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent,
and when the Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender
or been notified by such Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit
of the Borrower, the Administrative Agent, and each Lender and their respective permitted successors and assigns, except that
neither the Borrower nor any other Loan Party shall have the right to assign its rights or delegate its duties under this Agreement
or any other Loan Document or any interest in this Agreement or any other Loan Document without the prior written consent of each
Lender, except as otherwise permitted by Section 6.04. Each Loan Party agrees that no Affiliate, equityholder or creditor of such
Loan Party is intended to be, and none of such Persons shall be, third party beneficiaries of this Agreement or any other Loan
Document, and therefore no Indemnitee will have any liability (whether direct or indirect, in contract or tort, or otherwise)
to any Loan Party’s respective Affiliate that is not a party hereto or to any Loan Party’s equityholders or creditors
arising out of, related to or in connection with any aspect of the transactions contemplated hereby.


 


Section
9.07         Successors
and Assigns.


 


(a)               
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other
Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in
accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph
(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
Assignment by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts. The aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder)
or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade
Date) shall not be less than $5,000,000, unless (A) such assignment is to a Lender, and Affiliate of a Lender, or an Approved
Fund or (B) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed). 


 


(ii)              
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned.


 




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(iii)            
Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)
of this Section and, in addition:


 


(A)            
the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event
of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless
it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof;



 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments to a Person that is not a Lender; and


 


(C)             
the consent of the Issuing Lender shall be required for any such assignment to a Person that is not a Lender.


 


(iv)            
Assignment and Acceptance. The parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of $5,000; provided that the Administrative
Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee,
if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


 


(v)              
Limitations on Assignment to Certain Persons.  No such assignment shall be made to (A) the Borrower or
any of the Borrower’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person
who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).


 


(vi)            
No Assignment to Natural Persons. No such assignment shall be made to a natural Person.


 


(vii)          
Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein,
the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable
pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee
and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to the Administrative Agent, the Issuing Lender and each other Lender hereunder (and interest accrued and unpaid thereon),
and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance
with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable Legal Requirement without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.


 


Subject
to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the
effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to
the extent of the interest assigned by such


 




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Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.14, 9.01,
9.02 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided,
that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section.


 


(c)               
Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain at its address referred to in Section 9.09 a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest)
of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice. The Borrower hereby agrees that the Administrative Agent
acting as its agent solely for the purpose set forth above in this clause (c), shall not subject the Administrative Agent to any
fiduciary or other implied duties, all of which are hereby waived by the Borrower.


 


(d)              
Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the
Issuing Lender and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Section 9.02(a) with respect to any payments made by such Lender to its Participant(s).


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clauses (a), (b), (c) or (d) of Section 9.03 (that adversely affects
such Participant). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.14
(subject to the requirements and limitations therein, including the requirements under Section 2.14(g) (it being understood that
the documentation required under Section 2.14(g) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section;
and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.14, with


 




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respect
to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate
with the Borrower to effectuate the provisions of Section 2.15 with respect to any Participant. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 7.04 as though it were a Lender; provided that
such Participant agrees to be subject to Section 2.13(e) as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter
of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register. The Borrower hereby agrees that each Lender acting as its agent solely for the purpose
set forth above in this clause (d), shall not subject such Lender to any fiduciary or other implied duties, all of which are hereby
waived by the Borrower.


 


(e)               
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


(f)               
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange,
continue or rollover all or a portion of its Advances in connection with any refinancing, extension, loan modification or similar
transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the
Administrative Agent and such Lender.


 


Section
9.08         Confidentiality.
Each Lender Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to
have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) as to the extent required by Legal Requirements or regulations or in any legal, judicial, administrative
or other compulsory proceeding, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this
Agreement, under any other Loan Document or under any agreement related to any Secured Obligation, or any action or proceeding
relating to this Agreement, any other Loan Document or any agreement related to any Secured Obligation, or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and
obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, 


 




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derivative
or other transaction under which payments are to be made by reference to any Loan Party and its obligations, this Agreement or
payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be
used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer,
backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting
on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access
to information regarding the Borrower and its Subsidiaries, the Advances and the Loan Documents in connection with ratings issued
with respect to an Approved Fund, (g) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers with respect to the credit facility, (h) with the consent of the Borrower, (i) to
Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily
found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section by the disclosing party or (ii) becomes available to any Secured Party or affiliate thereof from a third party
that is not, to such Person’s actual knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental
regulatory authorities in connection with any regulatory examination of any Lender Party or, if such Lender Party deems necessary
for the mitigation of claims by those authorities against such Lender Party or any of its subsidiaries or affiliates, in accordance
with such Lender Party’s regulatory compliance policy, (l) to the extent that such information is independently developed
by such Lender Party, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section,
“Information” means all information received from any Loan Party relating to any such Loan Party or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on
a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided that, in the case of information
received from a Loan Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, nothing in this Agreement shall (a) restrict any Lender Party from providing information to
any bank or other regulatory or governmental authorities, including the Federal Reserve Board and its supervisory staff; (b) require
or permit any Lender Party to disclose to any Loan Party that any information will be or was provided to the Federal Reserve Board
or any of its supervisory staff; or (c) require or permit any Lender Party to inform any Loan Party of a current or upcoming Federal
Reserve Board examination or any nonpublic Federal Reserve Board supervisory initiative or action.


 


Section
9.09         Notices,
Etc.


 


(a)               
All notices and other communications (other than Notices of Borrowing and Notices of Conversion or Continuation, which
are governed by Article II of this Agreement) shall be in writing and hand delivered with written receipt, telecopied, sent by
facsimile, sent by electronic mail as permitted under paragraph (b) below (with, in the case of electronic mail, a hard copy
sent as otherwise permitted in this Section 9.09), sent by a nationally recognized overnight courier, or sent by certified mail,
return receipt requested as follows: if to a Loan Party, as specified on Schedule II, if to the Administrative Agent or
the Issuing Lender, at its credit contact specified under its name on Schedule II, and if to any Lender at its credit contact
specified in its Administrative Questionnaire. Each party may change its notice address by written notification to the other parties.
All such notices and communications shall be effective when delivered, except that (i) notices and communications to the
Administrative Agent, any Lender or the Issuing Lender pursuant to Article II shall not be effective until received and,
in the case of facsimile delivered under Article II, such receipt is confirmed by the Administrative Agent, such Lender or Issuing


 




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Lender,
as applicable, verbally or in writing and (ii) notices delivered through electronic communications to the extent provided
in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders and the Issuing Lender hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing
Lender pursuant to Article II if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that
is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication
is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have
been sent at the opening of business on the next business day for the recipient.


 


(c)               
Platform.


 


(i)                
Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined
below) available to the Issuing Lender and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak
or a substantially similar electronic transmission system (the “Platform”).


 


(ii)              
The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not
warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty
of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively,
the “Agent Parties”) have any liability to the Borrower or the other Loan Parties, any Lender or any other
Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential
damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s
or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively,
any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant
to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or
any Issuing Lender by means of electronic communications pursuant to this Section, including through the Platform.


 


Section
9.10         Usury
Not Intended. It is the intent of each Loan Party and each Lender Party in the execution and performance of this Agreement
and the other Loan Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts,
governing the Advances of each Lender including such applicable Legal Requirements of the State of New York, if any, and the United
States of America from time to time in effect, and any other jurisdiction whose laws 


 




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may
be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement. In furtherance thereof, the Lender
Parties and the Loan Parties stipulate and agree that none of the terms and provisions contained in this Agreement or the other
Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of
money, interest at a rate in excess of the Maximum Rate and that for purposes of this Agreement “interest” shall include
the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this
Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved,
charged, received or paid on the Advances, include amounts which by applicable Legal Requirement are deemed interest which would
exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Lender receiving same shall credit the same
on the principal of its Advances (or if such Advances shall have been paid in full, refund said excess to the Borrower). In the
event that the maturity of the Advances are accelerated by reason of any election of the holder thereof resulting from any Event
of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration
that constitutes interest may never include more than the Maximum Rate, and excess interest, if any, provided for in this Agreement
or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited on the applicable Advances (or, if the applicable Advances shall have been paid in full, refunded to the Borrower
of such interest). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum
Rate, the Loan Parties and the Lenders shall to the maximum extent permitted under applicable Legal Requirement amortize, prorate,
allocate and spread in equal parts during the period of the full stated term of the Obligations all amounts considered to be interest
under applicable Legal Requirement at any time contracted for, charged, received or reserved in connection with the Obligations.
The provisions of this Section shall control over all other provisions of this Agreement or the other Loan Documents which may
be in apparent conflict herewith.


 


Section
9.11         Usury
Recapture. In the event the rate of interest chargeable under this Agreement or any other Loan Document at any time is greater
than the Maximum Rate, the unpaid principal amount of the Advances shall bear interest at the Maximum Rate until the total amount
of interest paid or accrued on the Advances equals the amount of interest which would have been paid or accrued on the Advances
if the stated rates of interest set forth in this Agreement or applicable Loan Document had at all times been in effect. In the
event, upon payment in full of the Advances, the total amount of interest paid or accrued under the terms of this Agreement and
the Advances is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth
in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable Legal Requirement,
pay the Administrative Agent for the account of the Lenders an amount equal to the difference between (i) the lesser of (A) the
amount of interest which would have been charged on its Advances if the Maximum Rate had, at all times, been in effect and (B) the
amount of interest which would have accrued on its Advances if the rates of interest set forth in this Agreement had at all times
been in effect and (ii) the amount of interest actually paid under this Agreement on its Advances. In the event the Lenders
ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted
by law, be applied to the reduction of the principal balance of the Advances, and if no such principal is then outstanding, such
excess or part thereof remaining shall be paid to the Borrower.


 




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Section
9.12         Payments
Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Lender Party, or any Lender Party
exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any Lender
Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred,
and (b) each Lender Party severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate in effect from time to time, in the applicable currency
of such recovery or payment. The obligations of the Lenders and the Issuing Lender under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.


 


Section
9.13         Performance
of Duties. Each of the Loan Party’s obligations under this Agreement and each of the other Loan Documents shall be performed
by such Loan Party at its sole cost and expense.


 


Section
9.14         All Powers
Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and
any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other
Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid
or unsatisfied, any of the Commitments remain in effect or the credit facility evidenced hereby has not been terminated.


 


Section
9.15         Governing
Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other
Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations
Law of the State of New York), without reference to any other conflicts or choice of law principles thereof. Each Letter of Credit
shall be governed by either (i) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber
of Commerce Publication No. 600, or (ii) the International Standby Practices (ISP98), International Chamber of Commerce Publication
No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce
and adhered to by the Issuing Lender.


 




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Section
9.16         Submission
to Jurisdiction; Service of Process. The Borrower and each other Loan Party
irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description,
whether in law or equity, whether in contract or in tort or otherwise, against any Secured Party or any Related Party of any Secured
Party in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any
forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding
may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Legal Requirement,
in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Legal Requirement.
Nothing in this Agreement or in any other Loan Document shall affect any right that any Secured Party may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or
its Properties in the courts of any jurisdiction. Each party hereto irrevocably consents to service of process in the manner provided
for notices in Section 9.09. Nothing in this Agreement will affect the right of any party hereto to serve process in any other
manner permitted by applicable Legal Requirement.


 


Section
9.17         Waiver
of Venue. The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by
applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.16. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 


Section
9.18         Execution
in Counterparts; Electronic Execution.


 


(a)               
Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic
(i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


(b)              
Electronic Execution of Assignments. The words “execution,” “signed,” “signature,”
and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal
Requirement, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


Section
9.19         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this
Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 9.19, or otherwise under this Agreement, voidable under 


 




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applicable
Legal Requirement relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of
each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments
and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of
all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and
the Issuing Lender have been made). Each Qualified ECP Guarantor intends that this Section 9.19 constitute, and this Section 9.19
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party
for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Section
9.20         Independent
Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in Articles V or VI hereof
shall be given independent effect. Accordingly, no Loan Party shall engage in any transaction or other act otherwise permitted
under any covenant contained in Articles V or VI, before or after giving effect to such transaction or act, the Borrower shall
or would be in breach of any other covenant contained in Articles V or VI.


 


Section
9.21         USA Patriot
Act. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record
information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot
Act.


 


Section
9.22         Flood
Insurance Regulations. KeyBank has adopted internal policies and procedures that address requirements placed on federally
regulated lenders under the Flood Insurance Regulations. If applicable, KeyBank, as administrative agent, will post on the applicable
electronic platform (or otherwise distribute to each Lender) documents that it receives in connection with the Flood Insurance
Regulations; however, KeyBank reminds each Lender and Participant that, pursuant to the Flood Insurance Regulations, each federally
regulated lender (whether acting as a Lender or Participant) is responsible for assuring its own compliance with the Flood Insurance
Regulations.


 


Section
9.23         NON-RELIANCE.
IN EXECUTING THIS AGREEMENT, EACH LOAN PARTY HEREBY WARRANTS AND REPRESENTS IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION
OTHER THAN THOSE IN THIS AGREEMENT AND IS RELYING UPON ITS OWN JUDGMENT AND ADVICE OF ITS ATTORNEYS.


 


Section
9.24         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENT,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 




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Section
9.25         Reversal
of Payments. To the extent any Loan Party makes a payment or payments to the Administrative Agent for the ratable benefit
of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to
a trustee, receiver or any other party under any Debtor Relief Law, other applicable Legal Requirement or equitable cause, then,
to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived
and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.


 


Section
9.26         Injunctive
Relief. Each Loan Party hereto recognizes that, in the event such Loan Party fails to perform, observe or discharge any of
its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore,
each Loan Party hereto agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


 


Section
9.27         No Advisory
or Fiduciary Responsibility.


 


(a)               
In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services
in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan
Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent, the Issuing Lender and the Lenders, on the other hand, and each Loan Party is capable of evaluating and understanding and
understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents
(including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such
transaction, each of the Administrative Agent, the Issuing Lender and the Lenders is and has been acting solely as a principal
and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees
or any other Person, (iii) none of the Administrative Agent, the Issuing Lender or the Lenders has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of any Loan Party with respect to any of the transactions contemplated hereby or the
process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document
(irrespective of whether any Lender Party has advised or is currently advising the Borrower or any of its Affiliates on other
matters) and none of the Administrative Agent, the Issuing Lender or the Lenders has any obligation to the Borrower or any of
its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein
and in the other Loan Documents, (iv) the Issuing Lender, the Administrative Agent, the Lenders and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower
and its Affiliates, and none of the Administrative Agent, the Issuing Lender or the Lenders has any obligation to disclose any
of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Issuing Lender
and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of
the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document)
and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.


 


(b)              
Each Loan Party acknowledges and agrees that each Lender, the Issuing Lender, the Administrative Agent and any Affiliate
thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof
or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Issuing
Lender, the


 




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Administrative
Agent or Affiliate thereof were not a Lender, Issuing Lender, Administrative Agent or an Affiliate thereof (or an agent or any
other Person with any similar role under the credit facilities evidenced hereby) and without any duty to account therefor to any
other Lender, the Issuing Lender, the Administrative Agent, the Borrower or any Affiliate of the foregoing.  Each Lender,
the Issuing Lender, the Administrative Agent and any Affiliate thereof may accept fees and other consideration from the Borrower
or any Affiliate thereof for services in connection with this Agreement, the credit facilities evidenced hereby or otherwise without
having to account for the same to any other Lender, the Issuing Lender, the Administrative Agent, the Borrower or any Affiliate
of the foregoing.


 


Section
9.28         Inconsistencies
with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document,
the terms of this Agreement shall control; provided that any provision of the Security Instruments which imposes additional burdens
on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives
the Administrative Agent, the Issuing Lender or Lenders additional rights shall not be deemed to be in conflict or inconsistent
with this Agreement and shall be given full force and effect.


 


Section
9.29         Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:


 


(a)               
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)              
the effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)                
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)            
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority.


 


Section
9.30         Restatement.
This Agreement amends and restates the Existing Credit Agreement in its entirety. The Borrower hereby agrees that (a) the Indebtedness
outstanding under the Existing Credit Agreement and the Loan Documents (as defined in the Existing Credit Agreement; together
with the Existing Credit Agreement, the “Existing Loan Documents”) and all accrued and unpaid interest thereon
and (b) all accrued and unpaid fees under the Existing Loan Documents shall be deemed to be outstanding under and governed by
this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be,
and shall not be deemed or construed to be, a novation or release of the Existing Loan Documents. Each Lender (which is a Lender
under the Existing Loan Documents) hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of
the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Loan Documents and ratable payments
on account of the principal or interest of any loan 


 




     -125-


     

    

under
the Existing Loan Documents to the extent that any such prepayment, reductions or payments are required to ensure that, upon the
effectiveness of this Agreement, the loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective
Pro Rata Share. Each Lender hereby authorizes Administrative Agent and each Borrower to request Borrowings from the Lenders, to
make prepayment of the loans under the Existing Loan Documents and to reduce the commitments under the Existing Loan Documents
among Lenders in order to ensure that, upon the effectiveness of this Agreement, the Advances of the Lenders shall be outstanding
on a ratable basis in accordance with their respective Pro Rata Share.


 


Section
9.31         ORAL
AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[Remainder
of this page intentionally left blank. Signature page follows.]


 


 


 




     -126-


     

    

EXECUTED
as of the date first above written.


 


 


	 	BORROWER:
	 	 	 
	 	Bonanza Creek Energy,
    inc.
	 	 	 
	 	 	 
	 	By:	/s/ RICHARD J. CARTY

	 	Name: 	Richard J. Carty


	 	Title: 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	GUARANTORS:	 
	 	 	 
	 	BONANZA CREEK ENERGY OPERATING COMPANY, LLC
	 	 	 
	 	 	 
	 	By: 	/s/ RICHARD J. CARTY
	 	Name:	Richard J. Carty
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	BONANZA CREEK ENERGY RESOURCES, 
	 	LLC	 
	 	 	 
	 	 	 
	 	By: 	/s/ RICHARD J. CARTY
	 	Name:	Richard J. Carty
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	BONANZA CREEK ENERGY MIDSTREAM, 
	 	LLC	 
	 	 	 
	 	 	 
	 	By: 	/s/ RICHARD J. CARTY
	 	Name:	Richard J. Carty
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	BONANZA CREEK ENERGY UPSTREAM 
	 	LLC	 
	 	 	 
	 	 	 
	 	By: 	/s/ RICHARD J. CARTY
	 	Name:	Richard J. Carty
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 



 





Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)


 











     


     

    

 


	 	HOLMES EASTERN COMPANY, LLC
	 	 	 
	 	By: 	/s/ RICHARD J. CARTY
	 	Name:	Richard J. Carty
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	ROCKY MOUNTAIN INFRASTRUCTURE, LLC
	 	 	 
	 	 	 
	 	By:	/s/ RICHARD J. CARTY
	 	Name: 	Richard J. Carty
	 	Title:	President and Chief Executive Officer 







 


 


 


 


 


Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)


 







 










     


     

    

ADMINISTRATIVE AGENT/ 






	ISSUING LENDER/LENDER:	KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, and a Lender





	 	 	 
	 	 	 
	 	By:	/s/ John Dravenstott
	 	Name: 	John Dravenstott
	 	Title:	Vice President 







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 




     


     

    



 


 










	LENDER:	COMPASS BANK, as
                                         a Lender





	 	 	 
	 	 	 
	 	By:	/s/ RACHEL FESTERVAND
	 	Name: 	Rachel Festervand
	 	Title:	Sr. Vice President







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 




     


     

    


 



 










	LENDER:	SOCIÉTÉ
                    GÉNÉRALE, as
                    a Lender





	 	 	 
	 	 	 
	 	By:	/s/ MAX SONNONSTINE
	 	Name:	Max Sonnonstine
	 	Title:	Director







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 




     


     

    


 














	LENDER:	BMO
                    HARRIS FINANCING, INC., as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ MELISSA GUZMANN
	 	Name: 	Melissa Guzmann
	 	Title:	Director







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 







 




     


     

    


 














	LENDER:	Wells
                    Fargo Bank. N.A., as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ JONATHAN HERRICK
	 	Name: 	Jonathan Herrick
	 	Title:	Vice President







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 


 



     


     

    




 


















	LENDER:	JPMORGAN
CHASE BANK, N.A., as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ DARREN VANEK
	 	Name: 	Darren Vanek
	 	Title:	Executive Director







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 



 


 



     


     

    




 






















	LENDER:	ROYAL
                    BANK OF CANADA, as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ MARK LUMPKIN, JR.
	 	Name: 	Mark Lumpkin, Jr.
	 	Title:	Authorized Signatory







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 



 



 



     


     

    




 


























	LENDER:	CADENCE
                    BANK, N.A., as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ KYLE GRUEN
	 	Name: 	Kyle Gruen
	 	Title:	Assistant Vice President







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 



 



     


     

    





 






























	LENDER:	IBERIABANK, as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ TYLER S. THOEM
	 	Name: 	Tyler S. Thoem
	 	Title:	Senior Vice President







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 



 



     


     

    





 


































	LENDER:	THE
                    BANK OF NOVA SCOTIA, as a Lender





	 	 	 
	 	 	 
	 	By:	/s/ TERRY DONOVAN
	 	Name: 	Terry Donovan
	 	Title:	Managing Director







 



 


 






Signature page to Credit Agreement





(Bonanza Creek Energy, Inc.)



 


 


 







     


     

    

SCHEDULE
I


 


PRICING
GRID


 


Applicable
Margins**


 


	 	Utilization
    Level	Reference Rate Advances	Eurodollar
    Rate Advances	Commitment
    Fee Rate
	Level
    I	Less
    than or equal to 25%	2.00%	3.00%	.50%
	Level
    II	Greater
    than 25% but less than or equal to 50%	2.25%	3.25%	.50%
	Level
    III	Greater than 50% but less than or equal
    to 75%.	2.50%	3.50%	.50%
	Level
    IV	Greater
    than 75% but less than or equal to 90%	2.75%	3.75%	.50%
	Level
    V	Greater
    than 90%	3.00%	4.00%	.50%


 


 


 


 


** Subject
to increase during the existence of a Borrowing Base Deficiency as provided in the definition of “Applicable Margin”.


 


 


 Schedule I

Page 1 of 1