Exhibit
10.1


 


EXECUTION
VERSION


  





 



 


JUNIOR
SECURED DEBTOR-IN-POSSESSION


 


Credit
Agreement


 


dated
as of


 


March
11, 2021


 


among


 


Sundance
Energy Inc., 


A
Debtor-in-possession 


as
Parent,


 


Sundance
Energy, Inc., 


a
Debtor-In-Possession 


as
Borrower,


 


Armadillo
E&P, Inc.,

A Debtor-In-Possession

as Guarantor


 


SEA
Eagle Ford, LLC,

A Debtor-In-Possession

as Guarantor


 


Morgan
Stanley Capital Administrators Inc., 


as
Administrative Agent,


 


and


 


the
Lenders party hereto


 





 



  




Morgan
Stanley Capital Administrators Inc.


 


Sole
Lead Arranger and Sole Book Runner


 


[Credit
Agreement]



    


     


    





TABLE
OF CONTENTS 


 




	 	Page
	 	 
	Article I
    Definitions and Accounting Matters	1
	 	 
	Section 1.01   Terms
    Defined Above	1
	Section 1.02   Certain
    Defined Terms	2
	Section 1.03   Terms
    Generally; Rules of Construction	28
	Section 1.04   Accounting
    Terms and Determinations; GAAP	28
	Section 1.05   Timing
    of Payment or Performance	29
	Section 1.06   Rates	29
	Section 1.07   Divisions	29
	 	 
	Article II
    The Credits	29
	 	 
	Section 2.01   Loans	29
	Section 2.02   Loans
    and Borrowings	30
	Section 2.03   Requests
    for Borrowings	31
	Section 2.04   Funding
    of Borrowings	31
	Section 2.05   Priority
    and Liens	31
	Section 2.06   No
    Discharge, Survival of Claims	32
	 	 
	Article III
    Payments of Principal and Interest; Prepayments; Fees	32
	 	 
	Section 3.01   Repayment
    of Loans	32
	Section 3.02   Interest	32
	Section 3.03   Alternate
    Rate of Interest	33
	Section 3.04   Prepayments	34
	Section 3.05   Fees	35
	Section 3.06   Payments
    to MSCAI; Fundings made by MSCAI	35
	 	 
	Article IV
    Payments; Pro Rata Treatment; Sharing of Set-offs	35
	 	 
	Section 4.01   Payments
    Generally; Pro Rata Treatment; Sharing of Set-offs	35
	Section 4.02   Presumption
    of Payment by the Borrower	36
	Section 4.03   Certain
    Deductions by the Administrative Agent	36
	Section 4.04   Disposition
    of Proceeds	37
	Section 4.05   Defaulting
    Lenders	37
	 	 
	Article V
    Increased Costs; Taxes	38
	 	 
	Section 5.01   Increased
    Costs	38
	Section 5.02   Taxes	39
	Section 5.03   Designation
    of Different Lending Office	43
	Section 5.04   Replacement
    of Lenders	43
	Section 5.05   Break
    Funding Payments	43
	 	 
	Article VI
    Conditions Precedent	44
	 	 
	Section 6.01   Effective
    Date	44



 


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	Section 6.02   Each
    Credit Event	46
	Section 6.03   Obligation
    to Make Plan Effective Date Term Loans	47
	Section 6.04   Obligation
    to Make Case Extension Loans	47
	 	 
	Article VII
    Representations and Warranties	48
	 	 
	Section 7.01   Organization;
    Powers	48
	Section 7.02   Authority;
    Enforceability	48
	Section 7.03   Approvals;
    No Conflicts	48
	Section 7.04   Financial
    Condition; No Material Adverse Change	48
	Section 7.05   Litigation	49
	Section 7.06   Environmental
    Matters	49
	Section 7.07   Compliance
    with the Laws and Agreements; No Defaults	50
	Section 7.08   Investment
    Company Act	50
	Section 7.09   Taxes	50
	Section 7.10   ERISA	51
	Section 7.11   Disclosure;
    No Material Misstatements	51
	Section 7.12   Insurance	52
	Section 7.13   Restriction
    on Liens	52
	Section 7.14   Group
    Members	52
	Section 7.15   Foreign
    Operations	52
	Section 7.16   Location
    of Business and Offices	52
	Section 7.17   Properties;
    Titles, Etc.	53
	Section 7.18   Maintenance
    of Properties	53
	Section 7.19   Gas
    Imbalances; Prepayments	54
	Section 7.20   Marketing
    of Production	54
	Section 7.21   [Reserved]	54
	Section 7.22   Swap
    Agreements	54
	Section 7.23   Use
    of Loans	54
	Section 7.24   [Reserved]	55
	Section 7.25   OFAC	55
	Section 7.26   Anti-Terrorism
    Laws	55
	Section 7.27   Money
    Laundering	56
	Section 7.28   Foreign
    Corrupt Practices	56
	Section 7.29   EEA
    Financial Institutions.	56
	Section 7.30   Beneficial
    Ownership	56
	 	 
	Article VIII
    Affirmative Covenants	56
	 	 
	Section 8.01   Financial
    Statements; Other Information	56
	Section 8.02   Notices
    of Material Events	60
	Section 8.03   Existence;
    Conduct of Business	60
	Section 8.04   Payment
    of Obligations	60
	Section 8.05   Performance
    of Obligations under Loan Documents	60
	Section 8.06   Operation
    and Maintenance of Properties	61
	Section 8.07   Insurance	61
	Section 8.08   Books
    and Records; Inspection Rights	61
	Section 8.09   Compliance
    with Laws	62
	Section 8.10   Environmental
    Matters	62
	Section 8.11   Further
    Assurances	63
	Section 8.12   Reserve
    Reports	63



 


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	Section 8.13   [Reserved]	64
	Section 8.14   Additional
    Collateral; Additional Guarantors	64
	Section 8.15   ERISA
    Compliance	65
	Section 8.16   Marketing
    Activities	66
	Section 8.17   [Reserved]	66
	Section 8.18   Patriot
    Act, OFAC, FCPA	66
	Section 8.19   [Reserved].	66
	Section 8.20   [Reserved]	66
	Section 8.21   Deposit
    Accounts	66
	Section 8.22   Hedge
    Amendments	66
	Section 8.23   SBA
    PPP Loan	66
	Section 8.24   Pleadings
    and Motions	67
	 	 
	Article IX
    Negative Covenants	67
	 	 
	Section 9.01   Financial
    Covenants	67
	Section 9.02   Debt	67
	Section 9.03   Liens	68
	Section 9.04   Restricted
    Payments	68
	Section 9.05   Investments,
    Loans and Advances	69
	Section 9.06   Nature
    of Business; No International Operations	69
	Section 9.07   Proceeds
    of Loans	70
	Section 9.08   ERISA
    Compliance	70
	Section 9.09   Sale
    or Discount of Receivables	70
	Section 9.10   Mergers,
    Etc.	70
	Section 9.11   Sale
    of Properties	70
	Section 9.12   Sales
    and Leasebacks	70
	Section 9.13   Environmental
    Matters	71
	Section 9.14   Transactions
    with Affiliates	71
	Section 9.15   Negative
    Pledge Agreements; Dividend Restrictions	71
	Section 9.16   Take-or-Pay
    or other Prepayments	71
	Section 9.17   Swap
    Agreements	71
	Section 9.18   Amendments
    to Organizational Documents and Material Contracts	71
	Section 9.19   Changes
    in Fiscal Periods	72
	Section 9.20   Anti-Terrorism
    Laws	72
	Section 9.21   Gas
    Imbalances	72
	Section 9.22   [Reserved]	72
	Section 9.23   DIP
    Proceeds Account Withdrawals	72
	Section 9.24   Capital
    Expenditures	72
	Section 9.25   Key
    Employee Plans	72
	Section 9.26   Superpriority
    Claims	73
	Section 9.27   Hedge
    Termination	73
	 	 
	Article X
    Events of Default; Remedies	73
	 	 
	Section 10.01   Events
    of Default	73
	Section 10.02   Remedies	77
	 	 
	Article XI
    The Administrative Agent	78
	 	 
	Section 11.01   Appointment;
    Powers	78



 


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	Section 11.02   Duties
    and Obligations of Administrative Agent	79
	Section 11.03   Action
    by Administrative Agent	79
	Section 11.04   Reliance
    by Administrative Agent	80
	Section 11.05   Subagents	80
	Section 11.06   Resignation
    of Administrative Agent	80
	Section 11.07   Administrative
    Agent as Lender	81
	Section 11.08   No
    Reliance	81
	Section 11.09   Administrative
    Agent May File Proofs of Claim	81
	Section 11.10   Authority
    of Administrative Agent to Release Collateral and Liens	82
	Section 11.11   Duties
    of the Arranger	82
	Section 11.12   Credit
    Bidding	83
	Section 11.13   Certain
    ERISA Matters	83
	 	 
	Article XII
    Miscellaneous	85
	 	 
	Section 12.01   Notices	85
	Section 12.02   Waivers;
    Amendments	85
	Section 12.03   Expenses,
    Indemnity; Damage Waiver	87
	Section 12.04   Successors
    and Assigns	90
	Section 12.05   Survival;
    Revival; Reinstatement	94
	Section 12.06   Counterparts;
    Integration; Effectiveness	95
	Section 12.07   Severability	95
	Section 12.08   Right
    of Setoff	95
	Section 12.09   GOVERNING
    LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	95
	Section 12.10   Headings	96
	Section 12.11   Confidentiality	96
	Section 12.12   Interest
    Rate Limitation	97
	Section 12.13   Case
    Milestone Extension Annex	97
	Section 12.14   No
    Third Party Beneficiaries	97
	Section 12.15   EXCULPATION
    PROVISIONS	98
	Section 12.16   USA
    Patriot Act Notice	98
	Section 12.17   Flood
    Insurance Provisions	98
	Section 12.18   Releases	98
	Section 12.19   Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions.	99
	Section 12.20   Conflict	99
	Section 12.21   Intercreditor
    Agreement	99
	Section 12.22   Acknowledgement
    Regarding Any Supported QFCs	100
	Section 12.23   Guarantee
    of Payment	100



 


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ANNEXES,
EXHIBITS AND SCHEDULES


 





	Annex I	List of Commitments
	Annex II	Milestones
	Annex III	Case Milestone Extension Annex
	 	 
	Exhibit A	Form of Note
	Exhibit B-1	Form of Borrowing Request
	Exhibit B-2	Form of DIP Proceeds Withdrawal Certificate
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Assignment and Assumption
	Exhibit E-1	Form of U.S. Tax Compliance Certificate (Non-U.S.
    Lenders; Non-Partnerships)
	Exhibit E-2	Form of U.S. Tax Compliance Certificate (Foreign
    Participants; Non-Partnerships)
	Exhibit E-3	Form of U.S. Tax Compliance Certificate (Foreign
    Participants; Partnerships)
	Exhibit E-4	Form of U.S. Tax Compliance Certificate (Non-U.S.
    Lenders; Partnerships)
	Exhibit F	Interim Order
	 	 
	Schedule 1.02	Specified Swap Agreements
	Schedule 7.05	Litigation
	Schedule 7.06	Environmental Matters
	Schedule 7.12	Insurance
	Schedule 7.14	Group Members
	Schedule 7.16	Location of Business and Offices
	Schedule 7.19	Gas Imbalances
	Schedule 7.20	Marketing of Production
	Schedule 7.22	Swap Agreements
	Schedule 9.01(a)	Permitted Line Item Variances
	Schedule 9.03	Liens
	Schedule 9.05	Investments
	Schedule 9.14	Transactions with Affiliates




 


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THIS
JUNIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of [March 11], 2021 is among Sundance
Energy Inc., a Delaware corporation (“Parent”) which is a debtor and debtor-in-possession in the
Cases (as defined below), Sundance Energy, Inc., a Colorado corporation
(the “Borrower”) which is a debtor and debtor-in-possession in the Cases, each of the Guarantors, each of the
Lenders from time to time party hereto and Morgan Stanley Capital Administrators Inc. (in its individual capacity, “MSCAI”),
as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative
Agent”).


 


R
E C I T A L S


 


A.           The
Borrower has entered into (i) the Revolving Credit Agreement (as defined below), (ii) an Amended and Restated Term Loan Credit
Agreement, dated as of April 23, 2018 (as amended, modified and in effect prior to the date hereof, the “Existing Term
Loan Credit Agreement”), among the Borrower, Parent, each of the Lenders from time to time party thereto, and MSCAI,
as administrative agent, and (iii) a Restructuring Support Agreement, dated as of March 9, 2021, among each of the Loan Parties,
the administrative agents under, and certain of the lenders under, the Revolving Credit Agreement and the Existing Term Loan Credit
Agreement (the “Restructuring Support Agreement”).


 


B.            On
March 9, 2021, (the “Petition Date”), each of the Loan Parties (collectively, the “Debtors”)
filed a voluntary petition for relief (collectively, the “Cases”) under Chapter 11 of the Bankruptcy Code with
the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors
are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective
properties as debtors and debtors in possession under Sections 1107(a) and 1108 of the Bankruptcy Code.


 


C.            In
connection with the Cases, the Borrower has requested that the Lenders provide the Borrower with a junior secured multi-draw term
loan debtor-in-possession credit facility in an aggregate principal amount of up to $50,000,000 (the “DIP Facility”)
in commitments and loans (the “DIP Loans”) from the Lenders, which shall consist of (a) subject to, among other
conditions, obtaining Bankruptcy Court approval of the Interim Order and the Hedging Order, an initial draw under the DIP Facility
in an amount which shall not exceed an aggregate principal amount of $10,000,000 (the “Interim Period Draw”),
(b) subject to, among other conditions, the entry of the Final Order, a second draw under the DIP Facility in an amount which
shall not exceed an aggregate principal amount of $35,000,000 (the “Final Period Draw”), and (c) subject to,
among other conditions, the exercise of the Case Extension Required Lenders’ rights under the Restructuring Support Agreement
to an extension of the milestones thereunder and the related delivery of an updated Annex III hereto by the Administrative
Agent (acting on behalf of the Case Extension Required Lenders) (such extension together with such delivery, a “Case
Milestone Extension”), additional draws solely in the amount reasonably required by the Debtors and agreed to by the
Case Extension Required Lenders in their sole and absolute discretion and not to exceed the Case Extension Commitments (the “Case
Extension Draws”).


 


D.            In
consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:


 


Article I

Definitions and Accounting Matters


 


Section 1.01         
Terms Defined Above.
As used in this Agreement, each term defined above has the meaning indicated above.


 


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Section 1.02         
Certain Defined Terms.
As used in this Agreement, the following terms have the meanings specified below: 


 


“Additional
Commitments” has the meaning assigned to such term in the DIP Order.


 


“Adequate
Protection Liens” has the meaning assigned to such term in the DIP Order.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing, an interest rate per annum (rounded upwards, if necessary,
to the next 1/100 of 1%) equal to the then effective LIBO Rate multiplied by the Statutory Reserve Rate.


 


“Administrative
Agent” has the meaning set forth in the preamble hereto.


 


“Administrative
Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.


 


“Agent”
means each of the Administrative Agent and any other agent or sub-agent pursuant to Section 11.05 appointed by the
Administrative Agent with respect to matters related to the Loan Documents.


 


“Agent
Fee Letter” that certain fee letter dated as of March 11, 2021, in respect of an administrative agent fee, between the
Borrower and the Administrative Agent.


 


“Agreement”
means this Junior Secured Debtor-In-Possession Credit Agreement, including the Schedules and Exhibits hereto, as the same may
be amended, modified, supplemented, restated, replaced or otherwise modified from time to time.


 


“Anti-Terrorism
Laws” has the meaning assigned to such term in Section 7.26.


 


“Applicable
Percentage” means, with respect to any Lender, the percentage of the aggregate Commitments represented by such Lender’s
Commitment (or, at any time after the Effective Date, the percentage of the aggregate principal amount of Loans then outstanding
represented by such Lender’s Loans then outstanding). The initial percentage of each Lender is set forth on Annex I.


 


“Approved
Fund” means any Fund that is administered, managed, advised or sub-advised 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.


 


“Approved
Petroleum Engineer” means (a) Netherland, Sewell & Associates, Inc., (b) Ryder Scott Company Petroleum Consultants,
L.P., and (c) any other independent petroleum engineers reasonably acceptable to the Required Lenders.


 


“Approved
Plan” means (a) an Approved RSA Plan or (b) any Cash Pay Plan, in each case, as such plan may be modified, amended,
restated or supplemented from time to time; provided that the consent of the Administrative Agent and the Required Lenders
shall be required in respect of any such modification, amendment, restatement or supplement.


 


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“Approved
RSA Plan” means a plan of reorganization in the form attached to the Restructuring Support Agreement, as may be amended
from time to time in accordance with the Restructuring Support Agreement and such plan.


 


“Arranger”
means Morgan Stanley Capital Administrators Inc., in its capacity as the sole lead arranger and sole bookrunner hereunder.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit
D or any other form approved by the Administrative Agent.


 


“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.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or
any successor statute.


 


“Bankruptcy
Court” has the meaning assigned to such term in the recitals hereto.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a rate of interest as a replacement to the LIBO Rate for U.S. dollar-denominated syndicated credit
facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would
be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the LIBO Rate with an Unadjusted Benchmark Replacement
for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which
may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration
to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or
(b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the timing and frequency of determining rates and making payments of interest and other administrative
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with
the administration of this Agreement).


 


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“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:


 


(a)           in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the
date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of
the LIBO Rate permanently or indefinitely ceases to provide the LIBO Rate; and


 


(b)           in
the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the LIBO Rate:


 


(a)           a
public statement or publication of information by or on behalf of the administrator of the LIBO Rate announcing that such administrator
has ceased or will cease to provide the LIBO Rate, permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the LIBO Rate;


 


(b)           a
public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the Federal Reserve
System of the United States of America, an insolvency official with jurisdiction over the administrator for the LIBO Rate, a resolution
authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution
authority over the administrator for the LIBO Rate, which states that the administrator of the LIBO Rate has ceased or will cease
to provide the LIBO Rate permanently or indefinitely; provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the LIBO Rate; or


 


(c)           a
public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Rate announcing
that the LIBO Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if
the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required
Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders)
and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not been replaced with a Benchmark Replacement,
the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement
has replaced the LIBO Rate for all purposes hereunder in accordance with Section 3.03(b) and (b) ending at the time
that a Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder pursuant to Section 3.03(b).


 


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“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject
to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code
applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title
I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.


 


“Borrower”
has the meaning set forth in the preamble hereto.


 


“Borrowing”
means the Loans made on the Effective Date, the Plan Effective Date or from time to time as a result of Case Extension Draws.


 


“Borrowing
Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.


 


“Budget”
means the Initial Budget and the 13-Week Forecast delivered on the Thursday of each seven (7) week anniversary of the Petition
Date, that reflects, for the periods covered thereby, on a line-item basis the Loan Parties’ projected cash receipts and
cash disbursements, including, without limitation, disbursements on account of the reasonable and documented fees and expenses
of advisors (including, without limitation, advisors of the Administrative Agent and the Lenders) and which budget shall be in
form and substance acceptable to the Required Lenders and which budget shall be updated every seven (7) weeks in form and substance
acceptable to the Required Lenders as required by Section 8.01(t). To the extent that any updated Budget is not acceptable
to the Required Lenders, the then-existent approved budget will remain the “Budget” (which may be the Initial Budget)
until replaced by an updated budget that is acceptable to the Required Lenders.


 


“Budget
Certificate” has the meaning assigned to such term in Section 8.01(t).


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal
of or interest on a Eurodollar Loan, any day which is also a day on which banks are open for dealings in Dollar deposits in the
London interbank market.


 


“Capital
Expenditures” means, for any period, all expenditures related to Oil and Gas Properties or the purchase of property,
plant or equipment of Parent, the Borrower and the other Loan Parties that are (or would be) capitalized under GAAP; provided
that Capital Expenditures for Parent, the Borrower and the other Loan Parties shall not include (a) expenditures to the extent
incurred in response to an emergency or urgent situation, as determined by the Borrower in good faith and (b) expenditures to
the extent required under any applicable Governmental Requirement.


 


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“Capital
Leases” means, in respect of any Person, all leases that are or should be, in accordance with GAAP, recorded as capital
leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. Any lease
that was treated as an operating lease under GAAP at the time it was entered into that later becomes a capital lease as a result
of a change in GAAP during the life of such lease, including any renewals, shall be treated as an operating lease for all purposes
under this Agreement, and any lease that was treated as a capital lease under GAAP at the time it was entered into that later
becomes an operating lease as a result of a change in GAAP during the life of such lease, including any renewals, shall be treated
as a capital lease for all purposes under this Agreement.


 


“CARES
Act” means the Coronavirus Aid, Relief, and Economic Security Act, and applicable rules and regulations, as amended
from time to time.


 


“CARES
Allowable Uses” means “allowable uses” of proceeds of the SBA PPP Loan as described in Section 1102
of the CARES Act.


 


“Carve-Out”
has the meaning assigned to such term in the applicable DIP Order.


 


“Case
Extension Applicable Percentage” means, with respect to any Lender, a percentage equal to a fraction (a) the numerator
of which is the sum of (i) the aggregate outstanding principal amount of the Case Extension Loans of such Lender and (ii) the
unused outstanding Case Extension Commitments of such Lender and (b) the denominator of which is the sum of (i) the outstanding
principal amount of the Case Extension Loans of all Lenders and (ii) the total unused outstanding Case Extension Commitments of
all Lenders.


 


“Case
Extension Availability Amount” means the amount set forth in Annex III under the caption “Case Extension
Availability Amount”, when such Annex is delivered, provided that the Case Extension Availability Amount shall in no case
exceed the Case Extension Commitments.


 


“Case
Extension Availability Period” means the period from and including the date on which a Case Milestone Extension occurs
to the Maturity Date.


 


“Case
Extension Commitments” means, as to any Lender, the obligation of such Lender to make a Loan hereunder during the Case
Extension Availability Period in the amount set forth opposite such Lender’s name on Annex I under the caption “Case
Extension Commitment”. The aggregate Case Extension Commitments of the Lenders are $5,000,000.


 


“Case
Extension Draw” has the meaning assigned to such term in the recitals hereto.


 


“Case
Extension Loans” means the term loans made available by the Lenders pursuant to Section 2.01(c).


 


“Case
Extension Required Lenders” means (a) at any time if there are two (2) unaffiliated Lenders, both Lenders and (b) otherwise,
Lenders holding greater than 70% of the outstanding Case Extension Commitments and/or exposure under the DIP Facility, provided
that the aggregate principal amount of the Case Extension Commitments and aggregate credit exposures of the Defaulting Lenders
(if any) shall be excluded from the determination of Case Extension Required Lenders.


 


“Case
Milestone Extension” has the meaning assigned to such term in the recitals hereto.


 


“Cases”
has the meaning assigned to such term in the recitals hereto.


 


[Credit
Agreement]


    6


     


    


“Cash
Collateral Termination Trigger” has the meaning assigned to such term in the DIP Order.


 


“Cash
Equivalents” means cash held in Dollars and all Investments of the type identified in Section 9.05(c) through
(f).


 


“Cash
Pay Plan” has the meaning assigned to such term in Section 10.01(o)(ii).


 


“Casualty
Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain
or by condemnation or similar proceeding of, any Oil and Gas Properties having a fair market value in excess of $1,000,000.


 


“CERCLA”
has the meaning assigned to such term within the definition of “Environmental Laws.”


 


“Change
in Control” means (a) Parent shall at any time after the Effective Date fail to own, in the aggregate, 100% of the then
issued and outstanding Equity Interests in Borrower or, except as permitted by Section 9.10, any other direct or indirect
Subsidiary of Parent that is a Guarantor or (b) Borrower shall cease to own and control 100% of the voting and economic interest
in the Equity Interests in each Subsidiary of Borrower.


 


“Change
in Law” means the occurrence, after the Effective Date, 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, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) 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 of America 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.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all the DIP Priority Collateral and the Other DIP Collateral, but excluding any Excluded Assets, provided that, notwithstanding
anything herein or any other Loan Document to the contrary, the Collateral does not and shall not include any Building or Manufactured
(Mobile) Home (each as defined in the applicable Flood Insurance Regulations).


 


“Commitment”
means as to any Lender, the obligation of such Lender to make a Loan hereunder on the Effective Date in the amount set forth opposite
such Lender’s name on Annex I under the caption “Commitment”. The aggregate Commitments of the Lenders are $50,000,000
and consist of the Initial Term Loan Commitments, the Plan Effective Date Term Loan Commitments and the Case Extension Commitments.


 


“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.


 


“Confirmation
Order” means an order confirming the Approved Plan and approving the related disclosure statement, in form and substance
satisfactory to the Administrative Agent and the Required Lenders.


 


[Credit
Agreement]


    7


     


    


“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.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Covered
Entity” means any of the following:


 


(a)
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b)
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(c)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning assigned to such term in Section 12.22(a).


 


“Credit
Party” means the Administrative Agent or any Lender.


 


“Debt”
means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or
evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person
(whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts
payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property
or services that are more than one hundred-twenty (120) days past their invoiced due date, other than those which are being contested
in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) all obligations
of such Person as lessee under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other
clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise,
to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as
defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures
a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such
Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person
to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others
for the purpose of maintaining the financial position or covenants of others; (i) obligations to deliver commodities, goods or
services, including Hydrocarbons, in consideration of one or more advance payments, made more than one (1) month in advance of
the month in which the commodities, goods or services are to be delivered other than gas balancing arrangements and/or prepaid
drilling obligations in the ordinary course of business; (j) take-or-pay or similar obligations that require such Person to pay
for goods or services whether or not such goods or services are not actually received or utilized by such Person; (k) any Debt
of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but
only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment
created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt 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. Debt shall
not include liabilities resulting from endorsements of instruments for collection in the ordinary course of business.


 


[Credit
Agreement]


    8


     


    


“Debtor
Relief Laws” means the Bankruptcy Code of the United States of America, 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.


 


“Debtors”
has the meaning assigned to such term in the recitals hereto.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 


“Defaulting
Lender” means, subject to Section 4.05(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within five (5) Business Days of the date such Loans were required to be funded hereunder (or solely in the case
of the Initial Term Loans, eight (8) Business Days) unless such Lender notifies the Administrative Agent and the Borrower in writing
that such failure is the result of such Lender’s 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 or any other Lender any other amount required to be paid by it hereunder within
five (5) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent 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 a Loan hereunder and states that such position is based
on such Lender’s 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
(3) 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 confirmation by 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 or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, 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; 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 4.05(b)) upon delivery
of written notice of such determination to the Borrower and each Lender.


 


“DIP
Facility” has the meaning assigned to such term in the recitals hereto.


 


“DIP
Loan” has the meaning assigned to such term in the recitals hereto.


 


“DIP
Order” means the Interim Order, the Final Order and/or the Hedging Order, as applicable.


 


[Credit
Agreement]


    9


     


    


“DIP
Priority Collateral” has the meaning assigned to such term in the DIP Order.


 


“DIP
Proceeds Account” shall have the meaning assigned to such term in Section 2.02(d).


 


“Disqualified
Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration
other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation
or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests
(which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior
to the date that is one (1) year after the earlier of (a) Maturity Date and (b) the date on which there are no Loans or other
obligations hereunder outstanding.


 


“Dollars”
or “$” refers to lawful money of the United States of America.


 


“Domestic
Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof
or the District of Columbia.


 


“Early
Opt-in Election” means the occurrence of:


 


(a)           (i)
a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a
copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being
executed at such time, or that include language similar to that contained in Section 3.03(b) are being executed or
amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate, and


 


(b)           (i)
the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower
and the Lenders or by the Required Lenders of written notice of such election 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.


 


“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.


 


“Effective
Date” means the date on which the conditions specified in Section 6.01 and Section 6.02 are
satisfied (or waived in accordance with Section 12.02).


 


[Credit
Agreement]


    10


     


    


“Environmental
Laws” means any and all Governmental Requirements pertaining in any way to health and safety (insofar as either may
be affected by a Release of, or exposure to, Hazardous Materials) the environment, the preservation or reclamation of natural
resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions
in which the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower
or any Subsidiary is located, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive
Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water
Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery
Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act,
as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act,
as amended, the Natural Gas Pipeline Safety Act of 1968, as amended, the Hazardous Liquid Pipeline Safety Act of 1979, as amended,
and other environmental conservation or protection Governmental Requirements.


 


“Environmental
Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization
required under or issued pursuant to applicable Environmental Laws.


 


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such Equity Interest.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“ERISA
Affiliate” means each trade or business (whether or not incorporated) which together with any Group Member would be
deemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), (m)
or (o) of Section 414 of the Code.


 


“ERISA
Event” means (a) a Reportable Event with respect to any Plan subject to Title IV of ERISA, (b) the withdrawal of the
Borrower or any of its Subsidiaries or ERISA Affiliates from a Plan subject to Title IV of ERISA during a plan year in which it
was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (c) the providing of notice of intent
to terminate a Plan in a distress termination (as described in Section 4041(c) of ERISA), (d) the institution by the PBGC
of proceedings to terminate a Plan or a Multiemployer Plan or, (e) any event or condition (i) that provides a basis under Section 4042(a)(1),
(2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer, any Plan subject to Title IV of ERISA,
or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, or (f) the partial or
complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of the Borrower, any of its Subsidiaries or ERISA Affiliates
from a Multiemployer Plan.


 


“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.


 


“Eurodollar”
when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event
of Default” has the meaning assigned to such term in Section 10.01.


 


[Credit
Agreement]


    11


     


    


“Excepted
Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which
are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with
GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension
or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and
for which adequate reserves have been maintained in accordance with GAAP; (c) landlord’s liens (including liens granted
to the lessor of any oil and gas lessor and any financing statement giving notice thereof), operators’, vendors’,
carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s,
construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to the
exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that
are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been
maintained in accordance with GAAP; (d) Liens arising solely by virtue of any statutory or common law provision or customary deposit
account terms relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts
or other funds maintained with a creditor depository institution and which deposit accounts and funds are explicitly contemplated
by the “first day” cash management motion, provided that no such deposit account is a dedicated cash collateral
account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated
by the Board and no such deposit account is intended by any Group Member to provide collateral to the depository institution to
secure any Debt (other than pursuant to the Loan Documents); (e) zoning and land use requirements, easements, restrictions,
servitudes, permits, conditions, covenants, rights-of-way, building codes, exceptions or reservations in any Property of any Group
Member for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas,
oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way,
facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the
use of such Property for the purposes of which such Property is held by any Group Member or materially impair the value of such
Property subject thereto; (f) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government
contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations
and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of
money; (g) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings
which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within
which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; and (h) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; provided that
Liens described in clauses (a) through (d) above shall remain “Excepted Liens” only for so long as no
action to enforce such Lien has been commenced, and no intention to subordinate the Liens, subordinate to only that of the Senior
Liens, if any, otherwise granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by
the permitted existence of such Excepted Liens.


 


“Excluded
Account” means (a) each deposit account all or substantially all of the deposits in which consist of amounts utilized
to fund payroll obligations of any Loan Party for the then-current pay period, employee benefit obligations of any Loan Party
for the then-current pay period or tax obligations of any Loan Party that have accrued or that will accrue in the then-current
calendar month and (b) any fiduciary, trust, suspense, escrow or third-party oil and gas royalty account in each case that is
permitted to be incurred hereunder (including by Section 9.05), provided that in no event shall any of the
principal operating accounts of any Loan Party constitute an Excluded Account.


 


[Credit
Agreement]


    12


     


    


“Excluded
Assets” means (a) any property to the extent that the grant of a security interest thereon shall constitute or result
in a breach of, a default under, an invalidation of, a termination of, or the unenforceability of any right of any Person under,
any agreement related to such property or requires the consent of, or creates a right of termination in favor of, any Person (other
than the Loan Parties), or (b) any property to the extent that the grant of a security interest thereon would be prohibited by
applicable law, treaty, rule or regulation or a court or a Governmental Authority would be required to grant consent, license
or approval (but excluding the proceeds thereof, to the extent the assignment of such proceeds is not prohibited by applicable
law and does not require the consent, license or approval of such Governmental Authority); provided, however, that
the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal provisions
referred to above shall no longer be applicable; provided, further, that the exclusions referred to above shall
not apply to the extent that such laws, rules, regulations, agreements, terms or provisions referred to therein would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York Uniform Commercial Code or the uniform commercial
code of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle of equity) and shall
not include any proceeds (as defined in the New York Uniform Commercial Code or the uniform commercial code of any relevant jurisdiction)
of such permit, lease, license, contract or other agreement or property, unless any assets constituting such proceeds are themselves
subject to the exclusions set forth above.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made
by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) Taxes imposed
on or measured by net income (however denominated), state franchise Taxes, and branch profits Taxes, in each case, (i) by the
United States of America (or any political subdivision thereof) or such other jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable lending office is located, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.
federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest
in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 5.04) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 5.02, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to any such recipient’s failure to comply with
Section 5.02(g), and (d) any United States federal withholding Tax that is imposed under FATCA.


 


“Executive
Order” has the meaning assigned to such term in Section 7.26(a).


 


“Existing
Term Loan Credit Agreement” has the meaning assigned to such term in the recitals hereto.


 


“Exit
Facilities Credit Agreement” has the meaning assigned to such term in the Restructuring Support Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Effective Date (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,
any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to such intergovernmental agreement.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of
1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.


 


[Credit
Agreement]


    13


     


    


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fee
Letters” means the Upfront Fee Letter and the Agent Fee Letter.


 


“Final”
means, with respect to an order of the Bankruptcy Court, an order as to which the time to appeal, or seek certiorari or move for
a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other proceedings for a new trial,
reargument, or rehearing 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 timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed
or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no stay pending
appeal of such order, or has otherwise been dismissed with prejudice; provided, however, that the possibility that
a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the bankruptcy rules, may be filed
with respect to such order shall not preclude such order from being Final.


 


“Final
Order” means the order or judgment of the Bankruptcy Court substantially in the form of the Interim Order with such
changes as are acceptable to the Administrative Agent and the Required Lenders.


 


“Final
Order Entry Deadline” means, as to the Final Order, entry thereof by the Bankruptcy Court on or before the date that
is forty-five (45) days following the Petition Date (or if such date is extended by the Administrative Agent (acting at the direction
of the Case Extension Required Lenders) as a result of a Case Milestone Extension, such extended date).


 


“Final
Period Draw” has the meaning assigned to such term in the recitals hereto.


 


“Financial
Officer” means, for any Person, the Chief Executive Officer, Chief Financial Officer, Vice President of Finance, principal
accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer
means a Financial Officer of the Borrower.


 


“First
Amendment” means that certain First Amendment to Amended and Restated Term Loan Credit Agreement dated as of July 31,
2018 by and among the Borrower, the Parent, the Lenders party thereto and the Administrative Agent.


 


“First
Amendment Effective Date” means the date that all conditions to the effectiveness of the First Amendment have occurred.


 


“fiscal
quarter” means each fiscal quarter ending on the last day of each March, June, September and December.


 


“fiscal
year” means each fiscal year of the Borrower and its Subsidiaries for accounting and tax purposes, ending on December
31 of each year.


 


“Flood
Insurance Regulations” has the meaning assigned to such term in Section 12.17.


 


“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


 


[Credit
Agreement]


    14


     


    


“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 generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms
and conditions set forth in Section 1.04.


 


“Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court (including the Bankruptcy 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
Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or
hereinafter in effect, of any Governmental Authority.


 


“Group
Members” means the collective reference to Parent, the Borrower and their respective Subsidiaries.


 


“Guarantors”
means Parent and each Subsidiary (as of the Effective Date and those that guarantee the Secured Obligations pursuant to Section 8.14(b)).


 


“Hazardous
Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law
including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition
or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid
waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,”
 “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum
products, petroleum substances, natural gas, oil, oil and gas waste (including drilling fluids and any produced water), crude
oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon, infectious materials or medical wastes.


 


“Hedging
Motion” means a motion, in form and substance satisfactory to the Administrative Agent, authorizing the Loan Parties
to continue prepetition Swap Agreements and enter into postpetition Swap Agreements, among other relief, which may be heard at
the “first day” hearing in the Cases.


 


“Hedging
Order” means the order, in form and substance satisfactory to the Administrative Agent, granting the Hedging Motion.


 


“Hedging
Order Amendments” means those letter agreements substantially in the form of Exhibit A to the Hedging Motion by and
between the Borrower and each of The Toronto Dominion Bank and Truist Bank.


 


“Highest
Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or
from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Secured Obligations under
laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which
may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date
hereof.


 


[Credit
Agreement]


    15


     


    


“Hydrocarbon
Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil,
gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests,
net profit interests and production payment interests, including any reserved or residual interests of whatever nature.


 


“Hydrocarbons”
means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons
and all constituents, elements or compounds thereof and all products refined or separated therefrom.


 


“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 clause (a) above,
Other Taxes.


 


“Indemnitee”
has the meaning set forth in Section 12.03(b).


 


“Initial
Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make a Loan hereunder on the first Business
Day immediately following entry of the Final Order in the amount set forth opposite such Lender’s name on Annex I under
the caption “Initial Term Loan Commitment”. The aggregate Initial Term Loan Commitments of the Lenders are $10,000,000.


 


“Initial
Term Loans” means the loans made by the Lenders to the Borrower pursuant to Section 2.01(a).


 


“Intercompany
Debt” means Debt among Loan Parties which is unsecured and subordinated in right of payment to the payment in full of
all of the Secured Obligations in a manner and on terms and conditions satisfactory to Administrative Agent and is not held, assigned,
transferred, negotiated or pledged to any Person other than a Loan Party.


 


“Intercreditor
Agreement” means that certain intercreditor agreement of even date herewith among the Borrower, the Guarantors, the
Revolving Agent, as Senior Representative (as defined in the Intercreditor Agreement), Morgan Stanley Capital Administrators Inc.,
as Second Priority Representative (as defined in the Intercreditor Agreement), as in effect on the Petition Date.


 


“Interest
Payment Date” means the last Business Day of each March, June, September and December.


 


“Interest
Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one (1) month thereafter, as the Borrower may elect in its
Borrowing Request, given with respect thereto; provided that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b)
any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period and (c) no Interest Period may have a term which would extend
beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


[Credit
Agreement]


    16


     


    


“Interim
Order” means an order of the Bankruptcy Court in substantially the form attached hereto as Exhibit F and otherwise
satisfactory in form and substance to the Borrower, the Administrative Agent, and the Lenders.


 


“Interim
Period” means the time period commencing on the date of the Bankruptcy Court’s entry of the Interim Order and
the Hedging Order and ending on (but excluding) the earlier to occur of (i) the Effective Date and (ii) the Maturity Date.


 


“Interim
Period Draw” has the meaning assigned to such term in the recitals hereto.


 


“Investment”
means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests
of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not
owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution
to, assumption of Debt of, purchase or other acquisition of any other Debt of or equity participation or interest in, or other
extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension
of credit having a term not exceeding ninety (90) days representing the purchase price of goods or services sold by such Person
in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another
Person that constitutes a business unit; or (d) the entering into of any guarantee of, or other contingent obligation (including
the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication)
any amount committed to be advanced, lent or extended to such Person.


 


“January
1 Reserve Report” has the meaning set forth in Section 8.12(a).


 


“Lenders”
means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


 


“LIBO
Rate” means, with respect to any Eurodollar Loan, the greater of (a) 1.00% and (b) the rate (rounded upwards, if necessary,
to the next 1/100 of 1%) determined on the basis of the rate for deposits in dollars for a period equal to one (1) month appearing
on the applicable Reuters screen (or on any successor or substitute screen of such service, or any successor to or substitute
for such service, providing rate quotations comparable to those currently provided on such screen of such service, as determined
by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits
in the London interbank market) at approximately 11:00 A.M., London time, two (2) Business Days prior to such date, as the rate
for Dollar deposits with a one (1) month maturity. In the event that such rate is not available at such time for any reason, then
the “LIBO Rate” with respect to such Eurodollar Loan for such one (1) month period shall be the rate (rounded upwards,
if necessary, to the next 1/100 of 1%) at which Dollar deposits of an amount comparable to such Eurodollar Loan and for a one
(1) month maturity are offered by the principal London office of the Administrative Agent (or such other commercial bank reasonably
selected by the Administrative Agent) in immediately available funds in the London interbank market at approximately 11:00 A.M.,
London time, two (2) Business Days prior to such date.


 


[Credit
Agreement]


    17


     


    


“Lien”
means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and
including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement,
conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the
like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits,
conditions, covenants, exceptions or reservations that burden Property to the extent they secure an obligation owed to a Person
other than the owner of the Property. For the purposes of this Agreement, the Loan Parties shall be deemed to be the owner of
any Property which they have acquired or hold subject to a conditional sale agreement, or leases under a financing lease or other
arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended
to create a financing.


 


“Liquidity”
means, as of any date of determination, the sum of the aggregate amount of Unrestricted Cash and Cash Equivalents of the Parent,
the Borrower and their Subsidiaries at such date.


 


“Loan
Documents” means this Agreement, the Notes, the Security Instruments, the Fee Letters and any other agreement entered
into, now or in the future, in connection with this Agreement.


 


“Loan
Party” means the Borrower and each Guarantor.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, Property, assets, liabilities (actual
or contingent), condition (financial or otherwise) of the Borrower and the other Loan Parties taken as a whole, (b) the ability
of the Loan Parties to perform the obligations under the Loan Documents, (c) the validity or enforceability of any Loan Documents
against the Loan Parties, or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent
or any Lender under any Loan Document; provided, however, that in no case shall any event, change, effect, occurrence, development,
circumstance, condition, result, state of fact or change of fact arising from, as a result of, or in connection with (i) the public
announcement of this Agreement, the Approved Plan, or any other Loan Document, (ii) the pursuit or public announcement of the
Transactions, (iii) the commencement or prosecution of the Cases, or (iv) the pursuit of confirmation or consummation of the Approved
Plan, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect
for purposes of this Agreement.


 


“Material
Indebtedness” means (a) the Revolving Debt and (b) Debt (other than the Loans), or obligations in respect of one or
more Swap Agreements, of any one or more of any Loan Party in an aggregate principal amount exceeding $250,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of any Loan Party in respect of any Swap
Agreement at any time shall be the Swap Termination Value.


 


“Maturity
Date” means the earliest of (a) June 14, 2021, (b) the effective date of an Approved Plan, and (c) the date all DIP
Loans become due and payable under the Loan Documents, whether by acceleration or otherwise.


 


“Milestones”
means the milestones set forth on Annex II, to be completed in each case in accordance with the applicable timing referred to
therein (or such later dates as may be agreed by the Required Lenders).


 


“Money
Laundering Law” means any law governing conduct or acts designed in whole or in part to conceal or disguise the nature,
location, source, ownership or control of money (including currency or equivalents, e.g., checks, electronic transfers, etc.)
to avoid a transaction reporting requirement under state or federal law or to disguise the fact that the money was acquired by
illegal means.


 


[Credit
Agreement]


    18


     


    


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.


 


“Mortgage”
means each of the mortgages or deeds of trust executed by any one or more Loan Parties for the benefit of the Secured Parties
as security for the Secured Obligations, together with any assumptions or assignments of the obligations thereunder by any Loan
Party, and “Mortgages” shall mean all of such Mortgages collectively.


 


“Mortgaged
Property” means any Property owned by any Loan Party which is subject to the Liens existing and to exist under the terms
of the Security Instruments.


 


“MSCAI”
has the meaning set forth in the preamble hereto.


 


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, that is subject to Title
IV of ERISA and to which the Borrower, a Subsidiary or an ERISA Affiliate is making or accruing an obligation to make contributions
or was obligated to make contributions within the last six (6) years.


 


“Net
Cash Proceeds” means (a) in the case of any Transfer or consensual termination, unwinding, cancellation or other disposition
of, or early termination event with respect to, a Swap Agreement the amount equal to the gross cash proceeds received by the Borrower
or any Subsidiary from such Transfer or termination less each of the following (without duplication): (i) commissions, legal,
accounting and other professional fees and expenses, Taxes paid (or reasonably estimated to be payable) during the year that such
Transfer occurred or the next succeeding year in connection with such Transfer (after taking into account any available tax credits
or deductions and any tax sharing arrangements), and other usual and customary transaction costs, including, without limitation,
indemnification and other post-closing obligations and reserves related to any such Transfer or termination, in each case only
to the extent paid or payable by a Loan Party in cash and related to such Transfer or termination, respectively and (ii) all amounts
paid for the termination of Swap Agreements required as a result of such Transfer; and (b) in connection with any issuance of
any Equity Interests, the gross cash proceeds received from such issuance net of attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection
therewith.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
or all affected Lenders in accordance with the terms of Section 12.02 and (ii) has been approved by the Required Lenders.


 


“Non-U.S.
Lender” means a Lender, with respect to the Borrower, that is not a U.S. Person.


 


“Notes”
means the promissory notes, if any, of the Borrower described in Section 2.02(c) and being substantially in the form
of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


[Credit
Agreement]


    19


     


    


“Oil
and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon
Interests; (c) all presently existing or future unitization agreements, pooling agreements and declarations of pooled units and
the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority) which
may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including
production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, transportation,
purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and
under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents,
issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements,
hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests
and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property,
real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating,
working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental
equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary
uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators,
liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures,
valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables,
wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions,
replacements, accessions and attachments to any and all of the foregoing. Unless otherwise qualified, all references to a “Oil
and Gas Property” or to “Oil and Gas Properties” in this Agreement shall refer to the Oil and Gas Properties
of the Loan Parties.


 


“Organizational
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection
with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of such entity.


 


“Other
Connection Taxes” means with respect to any Credit Party, Taxes imposed as a result of a present or former connection
between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party 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 Loan or Loan Document).


 


“Other
DIP Collateral” has the meaning assigned to such term in the DIP Order.


 


“Other
Swap Agreement” means any Swap Agreement listed on Section 7.22 that is not a Specified Swap Agreement and
not with Bank of America, N.A. or any of its affiliates.


 


“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 made pursuant to Section 5.04).


 


“Parent”
has the meaning set forth in the preamble hereto.


 


“Participant”
has the meaning assigned to such term in Section 12.04(c).


 


[Credit
Agreement]


    20


     


    


“Participant
Register” has the meaning assigned to such term in Section 12.04(c).


 


“Patriot
Act” has the meaning assigned to such term in Section 12.16.


 


“Payment
in Full” has the meaning assigned to such term in Section 12.18(a).


 


“PBGC”
means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.


 


“Permitted
Transfers” means (a) the sale of hydrocarbons in the ordinary course of business, (b) the sale or transfer of equipment
which is no longer useful or necessary for the business of the Borrower or any Loan Party or is replaced by equipment of at least
comparable value or use, (c) any disposition of assets pursuant to (i) a condemnation, appropriation, seizure or similar taking
or proceeding by a Governmental Authority, (ii) the requirement of, or at the direction of, a Governmental Authority, or (iii)
a casualty event, (d) dispositions of property to the Borrower or any Loan Party, and (e) sales of property having a fair market
value not to exceed $250,000 during the term hereof.


 


“Permitted
Variance” has the meaning assigned to such term in Section 9.01(a).


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Petition
Date” has the meaning assigned to such term in the recitals hereto.


 


“Petroleum
Industry Standards” means the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers
(or any generally recognized successor) as in effect at the time in question.


 


“Plan”
means any employee pension benefit plan, as defined in Section 3(2) of ERISA but excluding any Multiemployer Plan, which
(a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b)
was at any time during the six (6) calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower
or a Subsidiary or an ERISA Affiliate.


 


“Plan
Asset Regulations” means 29 C.F.R. § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as
amended from time to time.


 


“Plan
Effective Date” has the meaning set forth in the Restructuring Support Agreement.


 


“Plan
Effective Date Term Loan Commitment” means, as to any Lender, the obligation of such Lender to make a Loan hereunder
on the Plan Effective Date in the amount set forth opposite such Lender’s name on Annex I under the caption “Plan
Effective Date Term Loan Commitment”. The aggregate Plan Effective Date Term Loan Commitments of the Lenders are $35,000,000.


 


“Plan
Effective Date Term Loans” means the loans made by the Lenders to the Borrower pursuant to Section 2.01(b).


 


“Prepetition
Loan Documents” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
RBL Claims” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
RBL Collateral” has the meaning assigned to such term in the DIP Order.


 


[Credit
Agreement]


    21


     


    


“Prepetition
RBL Protection Fees and Expenses” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
Secured Parties” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
Term Agent” has the meaning assigned to the term “Administrative Agent” under the Existing Term Loan Credit
Agreement.


 


“Prepetition
Term Lenders” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
Term Loan Documents” has the meaning assigned to the term “Loan Documents” under the Existing Term Loan
Credit Agreement.


 


“Prepetition
Term Loan Obligations” has the meaning assigned to such term in the DIP Order.


 


“Prepetition
Term Loan Secured Parties” has the meaning assigned to such term in the DIP Order.


 


“Prohibited
Transaction” has the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including cash,
securities, accounts and contract rights.


 


“Proved
Reserves” means oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved
Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves”
or (c) “Undeveloped Reserves”.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning assigned to such term in Section 12.22.


 


“RBL
Adequate Protection Claims” has the meaning assigned to such term in the DIP Order.


 


“RBL
Adequate Protection Liens” has the meaning assigned to such term in the DIP Order.


 


“RCRA”
has the meaning assigned to such term within the definition of “Environmental Laws.”


 


“Redemption”
means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement
for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the
correlative meaning thereto.


 


“Register”
has the meaning assigned to such term in Section 12.04(b)(iv).


 


“Regulation
D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.


 


[Credit
Agreement]


    22


     


    


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.


 


“Release”
means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating,
injecting, escaping, leaching, dumping, or disposing.


 


“Relevant
Governmental Body” means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or
convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Remedial
Work” has the meaning assigned to such term in Section 8.10(a).


 


“Reportable
Event” means any of the events described in Section 4043(c) of ERISA or the regulations thereunder other than a
Reportable Event as to which the provision of 30 days’ notice to the PBGC is waived under applicable regulations.


 


“Required
Lenders” means (a) at any time if there are two (2) unaffiliated Lenders, both Lenders and (b) otherwise, Lenders holding
greater than 66.66% of the outstanding commitments and/or exposure under the DIP Facility, provided that the aggregate
principal amount of the Commitments and aggregate credit exposures of the Defaulting Lenders (if any) shall be excluded from the
determination of Required Lenders.


 


“Reserve
Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as
of the dates set forth in Section 8.12(a) (or such other date a report is provided to Revolving Lenders pursuant to
Section 8.12 of the Revolving Credit Agreement), the Proved Reserves attributable to the Oil and Gas Properties of
the Borrower and the other Loan Parties located in the United States of America (which, for the avoidance of doubt, shall be net
of any third party interest in such Oil and Gas Properties pursuant to any agreement described in clause (d) of the definition
of “Excepted Liens”), together with a projection of the rate of production and future net income, taxes, operating
expenses and capital expenditures with respect thereto as of such date, based upon economic assumptions consistent with the Administrative
Agent’s lending requirements at the time.


 


“Responsible
Officer” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President
of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of
the Borrower.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any
Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition, conversion, cancellation or termination of any
such Equity Interests.


 


“Revolving
Agent” means Toronto Dominion (Texas) LLC in its capacity as the Administrative Agent under the Revolving Credit Agreement
or any replacement thereunder.


 


“Revolving
Credit Agreement” means that certain revolving credit agreement dated as of April 23, 2018, among the Parent, the Borrower,
the Revolving Agent and the lenders party thereto, as in effect as of the Petition Date.


 


“Revolving
Debt” has the meaning assigned to the term “Secured Obligations” under the Revolving Credit Agreement.


 


[Credit
Agreement]


    23


     


    


“Revolving
Lenders” has the meaning assigned to the term “Lenders” under the Revolving Credit Agreement.


 


“Revolving
Loan Documents” has the meaning assigned to the term “Loan Documents” under the Revolving Credit Agreement.


 


“Restructuring
Support Agreement” has the meaning assigned to such term in the recitals hereto.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that
is a nationally recognized rating agency.


 


“SBA”
means the U.S. Small Business Administration.


 


“SBA
PPP Loan” means a loan incurred by the Borrower under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102
of the CARES Act) in the principal amount of $1,912,200.


 


“SBA
PPP Loan Date” means the date on which the Borrower receives the proceeds of the SBA PPP Loan.


 


“SEC”
means the Securities and Exchange Commission or any successor Governmental Authority.


 


“Secured
Obligations” means any and all amounts owing or to be owing by any Loan Party (a) to the Administrative Agent or any
Lender under any Loan Document and (b) all renewals, extensions and/or rearrangements of any of the foregoing, in each case, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising (including any interest accruing after the maturity of the Loans and interest accruing after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or
not a claim for post-filing or post-petition interest is allowed in such proceeding).


 


“Secured
Parties” means, collectively, the Administrative Agent, each Lender, each Indemnitee, each other Agent, and any other
Person owed Secured Obligations and “Secured Party” means any of them individually.


 


“Security
Instruments” means any and all guarantee agreements, security agreements, collateral agreements, mortgages, deeds of
trust and other agreements, consents, instruments or certificates, now or hereafter executed and delivered by the Borrower, the
other Loan Parties or any other Person (other than participation or similar agreements between any Lender and any other lender
or creditor with respect to any Secured Obligations pursuant to this Agreement) in connection with, or as security for the payment
or performance of the Secured Obligations, the Notes, or this Agreement, as such agreements may be amended, modified, supplemented
or restated from time to time.


 


“Senior
DIP Liens” has the meaning assigned to such term in the DIP Order.


 


“Senior
Liens” means the Liens securing the Revolving Debt to the extent permitted by the Intercreditor Agreement, any adequate
protection liens granted to the secured parties thereof in these Cases pursuant to the DIP Order (other than, for the avoidance
of doubt, any adequate protection liens granted to such secured parties over the DIP Proceeds Account, which shall be junior liens)
and, to the extent applicable, the Carve-Out.


 


“Senior
Superpriority Claim” means the superpriority claims granted as adequate protection pursuant to the DIP Order to the
secured parties under the Revolving Credit Agreement (other than, for the avoidance of doubt, in respect of the DIP Proceeds Account,
in respect of which such lenders shall hold a junior claim) and, to the extent applicable, the Carve-Out.


 


[Credit
Agreement]


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“Small
Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Specified
Letter of Credit” means collectively, that certain Standby Letter of Credit No. S101436, in favor of Newpek, LLC, that
certain Standby Letter of Credit No. S101437, in favor of Reliance Holding USA, Inc. and that certain Standby Letter of Credit
No. S101438, in favor of Pioneer Natural Resource Company, in each case, as amended or otherwise modified from time to time prior
to October 30, 2020, and issued by The Toronto-Dominion Bank, New York Branch.


 


“Specified
Swap Agreements” means, collectively, each Swap Agreement listed on Schedule 1.02 hereto.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one (1) and the denominator
of which is the number one (1) minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as Eurocurrency Liabilities in Regulation D
of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
means as to any Person, a corporation, partnership, limited liability company or other entity of which more than 50% of whose
shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) are at the time owned, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to
 “Subsidiaries” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of Parent.


 


“Superpriority
Claim” means a claim against a Loan Party in any of the Cases that is a superpriority administrative expense claim having
priority over any or all administrative expenses and other claims of the kind specified in, or otherwise arising or ordered under,
any sections of the Bankruptcy Code (including, without limitation, sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b),
546(c) and/or 726 thereof), whether or not such claim or expenses may become secured by a judgment Lien or other non-consensual
Lien, levy or attachment.


 


“Supported
QFC” has the meaning assigned to such term in Section 12.22.


 


“Swap
Agreement” means any agreement with respect to any swap, cap, collar, forward, floor, future or derivative transaction
or option (including any put or similar contract) or similar agreement, whether exchange traded, “over-the-counter”
or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions (including any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act); provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or former directors, officers, employees or consultants
of any Loan Party shall be a Swap Agreement.


 


[Credit
Agreement]


    25


     


    


“Swap
Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements
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 Swap Agreements,
as determined by the counterparties to such Swap Agreements.


 


“Swap
Termination Value Threshold Amount” means $2,000,000.


 


“Synthetic
Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP,
treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment
of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes,
if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an
amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination
of such lease.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.


 


“Term
Loan Adequate Protection Liens” has the meaning assigned to such term in the DIP Order.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Testing
Date” has the meaning assigned to such term in Section 9.01(a).


 


“Testing
Period” has the meaning assigned to such term in Section 9.01(a).


 


“Total
Proved PV-9” means, as of any date of determination thereof with respect to the Oil and Gas Properties described in
the then most recent Reserve Report delivered to the Administrative Agent pursuant to Section 8.12(a), Section 8.12(b)
or otherwise, the net present value, discounted at nine percent (9%) per annum, of the future net revenues expected to accrue
to the Loan Parties’ collective interest in such Oil and Gas Properties from the date of such determination during the remaining
expected economic lives of such Oil and Gas Properties. Each calculation of such expected future net revenues shall be made in
accordance with SEC guidelines for reporting proved oil and gas reserves, provided that in any event (a) 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 Oil and Gas Properties, (b) the pricing assumptions used in determining Total Proved PV-9 for
any Oil and Gas Properties shall be based upon the Strip Price, adjusted for local basis differentials or premiums and transportation
costs and to reflect the Loan Parties’ Swap Agreements then in effect, in each case as determined in the Administrative
Agent’s reasonable discretion and (c) the cash-flows derived from the pricing assumptions set forth in clause (b)
shall be further adjusted to account for the historical basis differential in a manner reasonably acceptable to the Administrative
Agent; provided, however, that for purposes of this calculation, no more than 40% of the Total Proved PV-9 shall
be attributable to Oil and Gas Properties described in the Reserve Report that constitute Proved Reserves classified as “Developed
Non-Producing Reserves” and “Undeveloped Reserves”. The amount of Total Proved PV-9 at any time shall be calculated
on a pro forma basis as of the date of any calculation thereof for (i) production and depletion during the period from the “as
of” date of the Reserve Report through the date of determination and (ii) dispositions and acquisitions of Oil and Gas Properties
consummated by the Loan Parties since the date of the Reserve Report most recently delivered hereto; provided that, (A)
in the case of any such acquisition, the Administrative Agent shall have received a Reserve Report evaluating the Proved Reserves
attributable to the Oil and Gas Properties subject thereto and (B) that at the Borrower’s sole discretion, the amount of
Total Proved PV-9 at any time may be calculated on a pro forma basis as of the date of any calculation thereof for acquisition
or dispositions. As used herein, “Strip Price” shall mean as of any date of determination, the forward month prices
as of the last Business Day of the fiscal year or fiscal quarter of the Parent immediately preceding such date of determination
for the most comparable hydrocarbon commodity applicable to such future production month for a four-year period (or such shorter
period if forward month prices are not quoted for a reasonably comparable hydrocarbon commodity for the full four-year period),
with such price held flat for each subsequent year based on the average forward month price for each of the twelve (12) months
in such fourth year, as such prices are quoted on the NYMEX (or its successor) as of the date of determination, without future
escalation; provided that with respect to estimated future production for which prices are defined, within the meaning
of SEC guidelines, by contractual arrangements excluding escalations based upon future conditions, then such contract prices shall
be applied to future production subject to such arrangements.


 


[Credit
Agreement]


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“Transactions”
means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, each other
Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof, the Borrower’s grant of the
security interests and provision of collateral under the Security Instruments and DIP Order and Borrower’s grant of Liens
on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments and DIP Order and (b) each other
Loan Party, the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party, the guaranteeing
of the Secured Obligations and the other obligations under Section 12.23 by such Loan Party and such Loan Party’s
grant of the security interests and provision of collateral under the Security Instruments and DIP Order, and the grant of Liens
by such Guarantor on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments and DIP Order.


 


“Transfer”
has the meaning set forth in Section 3.04(c).


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“Unrestricted
Cash” means cash and Cash Equivalents of the Parent, the Borrower and their Subsidiaries that would not appear as “restricted”
on a consolidated balance sheet of the Parent, Borrower and their Subsidiaries.


 


“Upfront
Fee Letter” means that certain fee letter dated as of March 11, 2021, in respect of an upfront fee, between the Borrower
and the Administrative Agent.


 


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


 


“U.S.
Special Resolution Regimes” has the meaning given to such term in Section 12.22.


 


“U.S.
Tax Compliance Certificate” has the meaning assigned to such term in Section 5.02(g)(ii)(B)(3).


 


[Credit
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“Variance
Report” means a line-by-line report, in .pdf and Excel formats and in a form reasonably satisfactory to the Required
Lenders detailing any variance (whether plus or minus and expressed as a percentage) (a) between the actual aggregate cash disbursements
(with respect to each individual line item under “Total Operating Disbursements” and “Restructuring Costs”
in the Budget) made during the relevant Testing Period by the Loan Parties against the projected aggregate cash disbursements
set forth in the Budget for the relevant Testing Period and (b) the actual total cash receipts received during the relevant Testing
Period by the Borrower and its Subsidiaries against the projected total cash receipts set forth in the Budget for the relevant
Testing Period and (c) the actual amount of accrued but unpaid professional fees during the relevant Testing Period against the
projected professional fees for the relevant Testing Period.


 


“Wholly-Owned
Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying
shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower, the Guarantors and/or one or more of
the Wholly-Owned Subsidiaries.


 


“Withholding
Agent” means any Loan Party or 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 1.03         
Terms Generally; Rules
of Construction. 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”, and the word “or” is not exclusive. The word “will” shall be construed to have the
same meaning and effect as the word “shall”. The use of the words “repay” and “prepay”, and
the words “repayment” and “prepayment” herein shall each have identical meanings hereunder. 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, certificate, organizational document or other document as from time to time amended,
supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set
forth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified,
codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed
to include such Person’s successors and assigns (subject to the restrictions contained in the Loan Documents), (d) 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, (e) with respect to the determination of any time
period, the word “from” means “from and including” and the word “to” and “until”
means “to but excluding” and the word “through” means “to and including” and (f) any reference
herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes,
Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed
against any Person solely because such Person or its legal representative drafted such provision.


 


Section 1.04         
Accounting Terms and Determinations;
GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect
to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters
required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied
on a basis consistent with the financial statements delivered under Section 8.01 for the fiscal year ending December
31, 2019, except for changes in which Parent’s independent certified public accountants concur and which are disclosed to
the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to
Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing,
no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that
all such computations shall be conducted utilizing financial information presented consistently with prior periods. 


 


[Credit
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Section 1.05         
Timing of Payment or Performance.
If the day specified in this Agreement for giving any notice, the payment of any obligation, performing any covenant, duty or
obligation, or taking any action is not a Business Day (or if the period during which any notice is required to be given, payment
to be made, any covenant, duty or obligation is required to be performed, or any action is required to be taken expires on a day
that is not a Business Day), then the date for giving such notice, making such payment, performing such covenant, duty or obligation,
or taking such action (and the expiration date of such period during which notice is required to be given, any covenant, duty
or obligation is required to be performed, or any action is required to be taken) shall be the next day that is a Business Day.


 


Section 1.06         
Rates.
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the
administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect
to any rate that is an alternative or replacement for or successor to any such rate (including, without limitation, any Benchmark
Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.


 


Section 1.07         
Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized on the first date of its existence by the holders of its Equity Interests at such time.


 


Article II

The Credits


 


Section 2.01         
Loans.


 


(a)           Interim
Period Draw. Subject to the terms and conditions set forth in Section 2.02 herein and the satisfaction of or waiver
by the Administrative Agent of the conditions precedent set forth in Section 6.01, each Lender severally, and not
jointly, agrees to make Loans to the Borrower on the Effective Date in a principal amount up to such Lender’s Initial Term
Loan Commitment. Amounts paid or prepaid in respect of the Initial Term Loans may not be reborrowed.


 


(b)           Plan
Effective Date Draw. Subject to the terms and conditions set forth in Section 2.02 herein, and the satisfaction
of or waiver by the Administrative Agent of the conditions precedent set forth in Section 6.02 and Section 6.03,
each Lender severally, and not jointly, agrees to make DIP Loans to the Borrower on the Business Day of the Plan Effective Date
in a principal amount up to such Lender’s Plan Effective Date Term Loan Commitment. Amounts paid or prepaid in respect of
the Plan Effective Date Term Loans may not be re-borrowed.


 


(c)           Case
Extension Draws. Subject to the terms and conditions set forth in Section 2.02 herein and the satisfaction of
or waiver by the Administrative Agent of the conditions precedent set forth in Section 6.02 and Section 6.04,
and only following a Case Milestone Extension, each Lender severally, and not jointly, agrees to make DIP Loans to the Borrower
up to two times during the Case Extension Availability Period, on any Business Day in a principal amount equal to the Lenders’
respective Case Extension Applicable Percentage of the amount requested by the Borrower in accordance with Section 2.03,
provided that no Lender will be required to make (i) any Loan in an amount that would result in the Loan to be made by
a Lender on such date exceeding such Lender’s Case Extension Commitment on such date or (ii) to make any Loan in an amount
that would result in the aggregate amount of Case Extension Loans exceeding the Case Extension Availability Amount or (iii) more
than two such Loans. The Case Extension Commitments shall be permanently reduced by the amount of each Case Extension Loan when
made and amounts paid or prepaid in respect of the Case Extension Loans may not be reborrowed.


 


[Credit
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Section 2.02         
Loans and Borrowings.



 


(a)           Borrowings;
Several Obligations. Each DIP Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective DIP Loan Commitments. The failure of any Lender to make any Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall
be responsible for any other Lender’s failure to make Loans as required.


 


(b)           Eurodollar
Loans. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement.


 


(c)           Notes.
If requested by a Lender, each Loan made by such Lender shall be evidenced by a single Note of the Borrower, dated, in the case
of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes
a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to
such Lender in a principal amount equal to its outstanding Loans as in effect on such date, and otherwise duly completed. The
date, amount, and interest rate of each Loan made by such Lender, and all payments made on account of the principal thereof, shall
be recorded by such Lender on its books for its Note, and, prior to any transfer, may be recorded by such Lender on a schedule
attached to such Note or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such
notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect
of such Loans or affect the validity of such transfer by any Lender of its Note. Upon request of the Borrower, promptly following
Payment in Full, each Lender shall return to the Borrower any Note issued to it, or in the case of any loss, theft or destruction
of any such Note, a lost note affidavit in customary form.


 


(d)           DIP
Proceeds. Proceeds of all Loans borrowed hereunder shall be funded by the Lenders directly into a segregated account established
by the Borrower for the purposes of holding the proceeds of the DIP Facility (such account the “DIP Proceeds Account”).


 


[Credit
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Section 2.03         
Requests for Borrowings.
To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or other electronic communication
acceptable to the Administrative Agent, not later than 12:00 noon, New York City time, five (5) Business Days immediately prior
to the date of the proposed Borrowing (other than with respect to Borrowings on the Effective Date, in which case such notification
shall occur not later than 12:00 noon, New York City time, two Business Days immediately prior to the date of the proposed Borrowing),
provided that the Borrower may only request two Borrowings in respect of Case Extension Loans. Each such telephonic or
other electronic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or other electronic
communication to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B-1 and signed
by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02:



 


(a)           the
aggregate amount of the requested Borrowing;


 


(b)           the
date of such Borrowing, which shall be a Business Day; and


 


(c)           the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.04.


 


Promptly
following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


Section 2.04         
Funding of Borrowings.


 


(a)           Funding
by the Lenders. Each Lender shall make each Loan to be made by it hereunder on the Effective Date by wire transfer of immediately
available funds by 2:00 P.M., New York City time, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request.
Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or
manner.


 


(b)           Presumption
of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the Effective
Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with Section 2.04(a) and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to the Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing.


 


Section 2.05         
Priority and Liens.
The Loan Parties hereby covenant, represent and warrant that, upon entry of the DIP Order, the Secured Obligations of the Loan
Parties hereunder and under the other Loan Documents and the DIP Order shall have the priority and liens set forth in the DIP
Order, subject to the Carve-Out, and subject to the differing lien priorities in respect of the DIP Priority Collateral and the
Other DIP Collateral, each as described therein.


 


[Credit
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Section 2.06         
No Discharge, Survival
of Claims. Except to the extent set forth in an Approved RSA Plan, the Borrower and each other Loan Party agrees that (a)
any Confirmation Order entered in the Cases shall not discharge or otherwise affect in any way any of the Secured Obligations
of the Loan Parties to the Secured Parties under this Agreement and the related Loan Documents, other than after the payment in
full in cash to the Secured Parties of all Secured Obligations under the DIP Facility and the related Loan Documents on or before
the effective date of a plan of reorganization and termination of the Commitments and (b) to the extent its Secured Obligations
hereunder and under the other Loan Documents are not satisfied in full or otherwise treated in accordance with an Approved Plan,
(i) its Secured Obligations arising hereunder shall not be discharged by the entry of a Confirmation Order (and each Loan Party,
pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim
granted to the Administrative Agent, the Lenders pursuant to the DIP Order and the Liens granted to the Administrative Agent pursuant
to the DIP Order shall not be affected in any manner by the entry of a Confirmation Order.


 


Article III

Payments of Principal and Interest; Prepayments; Fees


 


Section 3.01         
Repayment of Loans.
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.


 


Section 3.02         
Interest.


 


(a)           Loans.
The DIP Loans shall bear interest at a rate per annum selected by the Borrower equal to the LIBO Rate plus 8.00%, provided
that if the LIBO Rate shall be lower than 1.00%, the LIBO Rate will be 1.00%, but in no event to exceed the Highest Lawful
Rate.


 


(b)           Post-Default
Rate. Notwithstanding the foregoing, immediately upon the occurrence and during the continuance of an Event of Default, all
outstanding amounts hereunder and under any other Loan Document shall bear interest, after as well as before judgment, at the
rate then applicable to such amount payable plus an additional two percent (2.0%), but in no event to exceed the Highest Lawful
Rate.


 


(c)           Interest
Payment Dates. Subject to the immediately following sentence, accrued interest on each Loan shall be payable in cash monthly
in arrears on each Interest Payment Date for such Loan and on the Maturity Date; provided that (i) interest accrued pursuant
to Section 3.02(b) shall be payable in cash on demand and (ii) in the event of any repayment or prepayment of any
Loan, accrued interest on the principal amount repaid or prepaid shall be payable in cash, on the date of such repayment or prepayment.


 


(d)           Interest
Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days unless such computation would
exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a
leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error, and be binding upon the parties hereto.


 


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Section 3.03         
Alternate Rate of Interest.


 


(a)           LIBO
Rate Unavailable. Subject to Section 3.03(b), if:


 


(i)             the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate;


 


(ii)            the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, will not adequately
and fairly reflect the cost to such Lenders of making or maintaining their Loans; or


 


(iii)           the
Administrative Agent is advised by a Lender that it has become unlawful for such Lender or its applicable lending office to honor
its obligation to make or maintain Eurodollar Loans;


 


then
the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, such Borrowing shall be made at an alternate rate of interest reasonably determined by the Required Lenders
or the applicable Lender(s) (in the case of clause (iii)), in consultation with the Borrower, as their cost of funds.


 


(b)           Effect
of Benchmark Transition Event.


 


(i)             Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement
to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become
effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all
Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such
amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become
effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that
such Required Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 3.03(b)
will occur prior to the applicable Benchmark Transition Start Date.


 


(ii)            Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent
will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement.


 


(iii)           Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of
(A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark
Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.03(b), including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance
or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may
be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required
pursuant to this Section 3.03(b).


 


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(iv)          Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrowing shall be made at an alternate rate of interest reasonably determined by the Required Lenders, in consultation with
the Borrower, as their cost of funds.


 


Section 3.04         
Prepayments.


 


(a)           Optional
Prepayments. The Borrower shall have the right at any time and from time to time to prepay the Loans in whole or in part,
solely to the extent such prepayment is made solely from the DIP Priority Collateral and shall be subject to prior notice in accordance
with Section 3.04(b) and the payment of any premium or penalty in accordance with Section 3.04(g). Amounts
prepaid on the account of the Loans may not be reborrowed.


 


(b)           Notice
and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or
other electronic transmission) of any prepayment hereunder, not later than 12:00 noon, New York City time, three (3) Business
Days before the date of prepayment (or such shorter period as the Administrative Agent may agree). Each such notice shall be irrevocable
and shall specify the prepayment date and the principal amount of Loans to be prepaid; provided that any notice of prepayment
pursuant to a notice delivered by the Borrower pursuant to this Section 3.04(b) may be made to be contingent upon
the consummation of a refinancing, effectiveness of other credit facilities or another transaction and such notice may otherwise
be extended or revoked. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of the Loans shall be in an amount that would be permitted in the case of an advance
of a Borrowing as provided in Section 2.02.


 


(c)           Mandatory
Prepayments of Loans Upon Sale of Assets or Termination of Swap Agreements. Subject to the
last sentence of this Section 3.04(c), if (A) the Borrower or any Subsidiary sells, assigns, farms-out, conveys or
otherwise transfers (each, a “Transfer”) any assets or property or proceeds or upon the occurrence of a termination,
unwinding, cancellation or other disposition of, or an early termination event occurs with respect to, any Swap Agreement, (B)
such assets or property or proceeds constitute Other DIP Collateral and (C) such transfer is not a Permitted Transfer, then the
Borrower shall prepay the Loans as contemplated by this Section 3.04(c) together
with interest, if any, on the amount so prepaid, in an amount equal to 100% of the Net Cash Proceeds of all such Transfers and
terminations of Swap Agreements. Such repayment shall be due on the next Business Day following the receipt of such Net Cash Proceeds.
Notwithstanding anything to the contrary set forth in this Section 3.04(c) or
elsewhere in this Agreement, all proceeds from the sale, transfer, lease, encumbrance, or other disposition of Other DIP Collateral
or Prepetition RBL Collateral shall first be paid to satisfy the Prepetition RBL Claims, the RBL Adequate Protection Liens, and
the RBL Adequate Protection Claims in full in cash before any such proceeds may be paid to the Secured Parties or the Prepetition
Term Loan Secured Parties on account of their respective liens and claims or otherwise applied as payment towards the Secured
Obligations or Prepetition Term Loan Obligations.


 


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(d)           [Reserved].


 


(e)           [Reserved].


 


(f)            Application
of Prepayments. Each prepayment of Loans pursuant to Section 3.04 shall be applied ratably to the Loans then outstanding.


 


(g)           Interest
to be Paid with Prepayments. Prepayments pursuant to this Section 3.04 shall be accompanied by accrued interest
to the extent required by Section 3.02.


 


Section 3.05        
  Fees. The Borrower
agrees to pay the fees in the amounts and at the times set forth in the Fee Letters.


 


Section 3.06         
Payments to MSCAI; Fundings
made by MSCAI.


 


(a)           MSCAI,
in its capacity as Administrative Agent and/or Arranger, in its sole discretion, may provide written notice to the Loan Parties
to pay any fees or any other amounts due to MSCAI under the Loan Documents to Morgan Stanley Capital Group Inc., in its capacity
as a Lender, for the account of MSCAI, and the relevant Loan Party shall comply with any such written direction.


 


(b)           For
purposes of Section 2.04, MSCAI or any of its Affiliates, each in its capacity as Administrative Agent, and any Lender
and the Borrower may agree that such Lender shall make a Loan to be made by it hereunder directly to the Borrower and such Lender
shall make such Loan on the proposed borrowing date thereof by wire transfer of immediately available funds to the account of
the Borrower designated by the Borrower in the applicable Borrowing Request.


 


Article IV

Payments; Pro Rata Treatment; Sharing of Set-offs


 


Section 4.01         
Payments Generally; Pro
Rata Treatment; Sharing of Set-offs. 


 


(a)           Payments
by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,
fees or of amounts payable under Section 5.01, Section 5.02 or otherwise) prior to 12:00 noon, New York
City time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim.
Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time
on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified
in Section 12.01 or as otherwise directed by the Administrative Agent, except that payments pursuant to Section 5.01,
Section 5.02 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments hereunder shall be made in Dollars.


 


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(b)           Application
of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and
fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of principal then due to such parties.


 


(c)           Sharing
of Payments by Lenders. If, other than as provided elsewhere herein, any Lender shall, by exercising any right of set-off
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations
in the Loans of other Lenders to the extent necessary 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 interest on their respective Loans; provided
that the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant
to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary
or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


Section 4.02         
Presumption of Payment
by the Borrower. 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 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 the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such 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 greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.


 


Section 4.03         
Certain Deductions by the
Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.01,
Section 2.04(a) or Section 4.02 then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. If at any
time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal
of a Loan while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment
first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as
such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all
Loans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).


 


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Section 4.04         
Disposition of Proceeds.
Notwithstanding any applicable assignment of production that may be contained in the Security Instruments and/or DIP Order, until
the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser
or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or
the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower or another Loan Party and (b) the Lenders
hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower
and/or such Loan Party to the extent permitted pursuant to the DIP Order.


 


Section 4.05         
Defaulting Lenders.


 


(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 law:


 


(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 Required Lenders or Case Extension Required Lenders, as
applicable.


 


(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 X or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 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, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Loan 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; third, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, 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 sixth, 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 Loans in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loans were made at a time when the conditions set forth in Section 6.02 were satisfied or waived, such
payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with
the Commitments under the DIP Facility. 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 pursuant to this Section 4.05(a)(ii) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


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(iii)           Certain
Fees.


 


(A)          No
Defaulting Lender shall be entitled to receive any commitment fee pursuant to the Fee Letters 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)           With
respect to any fee not required to be paid to any Defaulting Lender pursuant to clause (A), the Borrower shall pay to each
non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender.


 


(b)           Defaulting
Lender Cure. If the Borrower and the Administrative Agent 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, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to
be held pro rata by the Lenders in accordance with the Commitments under the DIP Facility, whereupon such Lender will cease to
be a Defaulting Lender; provided 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.


 


Article V

Increased Costs; Taxes


 


Section 5.01         
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 (except any reserve requirement
reflected in the Adjusted LIBO Rate);


 


(ii)            subject
any Credit Party 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, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)           impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Loans made by such Lender;


 


and
the result of any of the foregoing shall be to increase the cost to such Lender or such other Credit Party of making, continuing
or maintaining any Loan or to reduce the amount of any sum received or receivable by such Lender or such other Credit Party (whether
of principal, interest or any other amount), then, upon request of such Lender or other Credit Party, the Borrower will pay to
such Lender or such other Credit Party such additional amount or amounts as will compensate such Lender or such other Credit Party
for such additional costs incurred or reduction suffered.


 


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(b)           Capital
and Liquidity Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of
such Lender or such 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 capital or on the capital of such Lender’s holding company,
if any, as a consequence of this Agreement, the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company
for any such reduction suffered.


 


(c)           Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof.


 


(d)           Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 5.01 shall
not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section 5.01 for any increased costs or reductions incurred more
than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include
the period of retroactive effect thereof).


 


Section 5.02         
Taxes.


 


(a)           Defined
Terms. For purposes of this Section 5.02, Section 5.03 and Section 5.04, the term “applicable
law” 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 law. If any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) 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
law 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 5.02), the applicable Credit Party 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 the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


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(d)           Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Credit Party, within ten (10) days after
written 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 5.02) payable or paid by such Credit Party or required to be withheld or deducted
from a payment to such Credit Party 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 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 ten (10) days after demand therefor,
for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such 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 12.04(c) 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 5.02, 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 shall deliver such other documentation prescribed by applicable law 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 5.02(g)(ii)(A),
(ii)(B) and (ii)(D) 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,


 


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(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 (or any successor form) certifying that such Lender is exempt from
U.S. federal backup withholding tax;


 


(B)           any
Non-U.S. 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 Non-U.S. 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:


 


(1)         in
the case of a Non-U.S. 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 or W-BEN-E, as applicable (or any successor
form) 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 or W-BEN-E,
as applicable (or any successor form) 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;


 


(2)         executed
copies of IRS Form W-8ECI (or any successor form);


 


(3)         in
the case of a Non-U.S. 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 E-1 to the effect that such Non-U.S. 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 (or any successor
form); or


 


(4)         to
the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form W-8IMY(or any successor form), accompanied
by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form), IRS Form W-8BEN-E (or any successor form),
a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership
and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S.
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct
and indirect partner;


 


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(C)           any
Non-U.S. 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 Non-U.S. 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 law 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
law 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 law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation
prescribed by applicable law (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 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 exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 5.02 (including by the payment of additional
amounts pursuant to this Section 5.02), 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 5.02 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.


 


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(i)            Survival.
Each party’s obligations under this Section 5.02 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 Documents.


 


Section 5.03         
Designation of Different
Lending Office. If any Lender requests compensation under Section 5.01, 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 5.02,
then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding
or booking its Loans 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 5.01
or Section 5.02, 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.


 


Section 5.04         
Replacement of Lenders.
If any Lender requests compensation under Section 5.01, 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 5.02,
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 5.03,
or if any Lender is a Non-Consenting Lender or a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 12.04(b)),
all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.02)
and obligations under this Agreement and the related Loan Documents to a replacement bank, financial institution or other institutional
lender that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.04(b),
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, and under the other Loan Documents (including any amounts under Sections
3.01, 3.04 and 5.05), from the assignee (to the extent of such outstanding principal and accrued 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 5.01 or payments required to be made pursuant to Section 5.02,
such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable
law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall
have consented to the applicable amendment, waiver or consent. 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 to require such
assignment and delegation cease to apply.


 


Section 5.05         
Break Funding Payments.
In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the failure to borrow, continue or prepay any Eurodollar Loan on the
date specified in any notice delivered pursuant hereto, or (c) the assignment of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.03 then,
in any such event and upon the request of any Lender, the Borrower shall compensate such Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include
an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure
to borrow or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest
which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at
the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market.


 


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A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.05
and demonstrating, in reasonable detail, the computation of such amount or amounts shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof.


 


Article VI

Conditions Precedent


 


Section 6.01         
Effective Date. The
obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions
is satisfied (or waived in accordance with Section 12.02):


 


(a)           The
Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative
Agent) of this Agreement signed on behalf of such party.


 


(b)           The
representations and warranties of the Borrower and the Loan Parties set forth in this Agreement and in the other Loan Documents
shall be true and correct in all material respects on and as of the Effective Date, except to the extent any such representations
and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date, such representations
and warranties shall continue to be true and correct in all material respects as of such specified earlier date.


 


(c)           Chapter
11 Cases. (i) The Cases shall have been commenced and (ii) the motion to approve the Interim Order, the Hedging Order and
the Final Order, and all “first day motions” filed at the time of commencement of the Cases shall be satisfactory
in form and substance to the Administrative Agent.


 


(d)           Interim
Order; Hedge Amendments. The Administrative Agent shall have received a signed copy of the Interim Order and the Hedging Order
which shall have been entered by the Bankruptcy Court on or before the third day after the Petition Date, and such Interim Order
and Hedging Order shall not have been vacated, reversed, modified amended or stayed.


 


(e)           Initial
Budget. The Administrative Agent shall have received the initial Budget for the 13-week period following the Effective Date
(the “Initial Budget”) which shall be in form and substance satisfactory to the Administrative Agent, together
with a Budget Certificate.


 


(f)            Fees.
All fees required to be paid to the Administrative Agent and the Lenders on or before the Effective Date shall have been paid
or will be paid concurrently with the Effective Date (including the payment of the fees set forth in the Fee Letters). All reasonable
and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of outside counsel) required
to be paid pursuant to the DIP Order or hereunder to the Administrative Agent and the Lenders on or before the Effective Date
shall have been paid or will be paid concurrently with the Effective Date.


 


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(g)           RBL
Fees. All fees required to be paid to the Revolving Agent and the Revolving Lenders pursuant to the Interim Order, on or before
the Effective Date, shall have been paid or will be paid concurrently with the Effective Date. All reasonable and documented out-of-pocket
fees and expenses (including reasonable and documented fees and expenses of outside counsel) required to be paid to the Revolving
Agent and the Revolving Lenders pursuant to the DIP Order on or before the Effective Date shall have been paid or will be paid
concurrently with the Effective Date.


 


(h)           Patriot
Act. Each Lender who has requested the same at least ten (10) Business Days prior to the Effective Date shall have received,
at least three (3) Business Days prior to the Effective Date, “know your customer” and similar information.


 


(i)            Perfected
Security Interest. (i) The Borrower shall have obtained authority to use the Collateral pursuant to an order acceptable to
the Administrative Agent (including a DIP Order), (ii) the Administrative Agent for the benefit of the Secured Parties shall have
a valid and perfected security interest in the Collateral pursuant to the Interim Order, and (iii) to the extent the DIP Proceeds
Account is held with a third party financial institution rather than the Administrative Agent, such financial institution, the
Debtors and the Administrative Agent shall have entered into a deposit control account agreement acceptable to the Administrative
Agent.


 


(j)            Restructuring
Support Agreement. The Restructuring Support Agreement shall have been executed and shall be in full force and effect with
respect to all parties thereto.


 


(k)           The
Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party setting forth
(i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party
to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents,
(ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party and
(z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the
purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions
contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation
and by-laws or other applicable Organizational Documents of such Loan Party, certified as being true and complete. The Administrative
Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from
such Loan Party to the contrary.


 


(l)            The
Administrative Agent shall have received certificates of the appropriate state agencies, as requested by the Administrative Agent,
with respect to the existence, qualification and good standing of each Loan Party in each jurisdiction where any such Loan Party
is organized.


 


(m)          The
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably
satisfactory to the Administrative Agent certifying that (i) all government and third party approvals necessary in connection
with the continued operations of the Loan Parties and the Transactions have been obtained and are in full force and effect, and
all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that
would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby on satisfactory terms and
(ii) no action or proceeding is pending or threatened in any court or before any Governmental Authority seeking to enjoin or prevent
the consummation of the Transactions contemplated hereby.


 


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(n)           At
the time of and immediately after giving pro forma effect to the Loans made on the Effective Date no Default or Event of Default
(including, without limitation, compliance with all financial covenants contained in Section 9.01) shall have occurred and
be continuing.


 


(o)           At
the time and immediately after giving pro forma effect to the Loans made on the Effective Date there exists no event or circumstance
that could have a Material Adverse Effect.


 


(p)           The
receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03.


 


(q)           On
or prior to the Petition Date, the Exit Debt Commitment Letter (with a definitive credit agreement attached and as defined in
the Restructuring Support Agreement) shall have been executed and delivered by all parties thereto.


 


(r)            Hedging.
(i) The Administrative Agent shall have received signed copies of each of the Hedging Order Amendments, which shall have been
executed and delivered by each party thereto and (ii) all Transactions (as defined in each of the Specified Swap Agreements) outstanding
as of the date of effectiveness of the Restructuring Support Agreement shall be in full force and effect and, after giving effect
to the Hedging Order Amendments, no Event of Default (as defined in each of the Specified Swap Agreements) shall have occurred
or be continuing thereunder and no Termination Event (as defined in each of the Specified Swap Agreements) shall have occurred.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless
each of the foregoing conditions is satisfied or waived pursuant to Section 12.02.


 


Section 6.02          
Each Credit Event.
The obligation of each Lender to make (or be deemed on the Effective Date to have made) a Loan (each such obligation, a “Credit
Event”) is subject to the satisfaction of the following conditions:


 


(a)           After
giving effect to such Credit Event, there shall exist no Default or Event of Default.


 


(b)           The
representations and warranties of the Borrower and the Loan Parties set forth in this Agreement and in the other Loan Documents
shall be true and correct in all material respects on and as of the date of such Credit Event, except to the extent any such representations
and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Credit Event, such representations
and warranties shall continue to be true and correct in all material respects as of such specified earlier date.


 


(c)           Such
Credit Event would not conflict with, or cause any Lender to violate or exceed, any applicable Governmental Requirement, and no
Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened
litigation, seeks to, enjoin, prohibit or restrain the making or repayment of any Loan or the consummation of the transactions
contemplated by this Agreement or any other Loan Document.


 


(d)           (i)
For any Credit Event occurring during the Interim Period, the Interim Order and the Hedging Order shall be in full force and effect
and shall not have been vacated, reversed, modified, amended or stayed in any respect without the consent of the Administrative
Agent and the Lenders or (ii) for any Credit Event occurring on or after the entry of the Final Order, (A) the Final Order shall
have been entered by the Bankruptcy Court, shall be in full force and effect and shall not have been vacated, reversed, modified,
amended or stayed in any respect without the consent of the Lenders.


 


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(e)           The
Restructuring Support Agreement shall be in full force and effect with respect to all parties thereto.


 


(f)            Solely
with respect to a Final Period Draw, the Exit Facilities Credit Agreement shall be fully executed and effective (or shall be fully
executed and effective substantially contemporaneously with such draw).


 


(g)           The
receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03.


 


Section 6.03         
Obligation to Make Plan
Effective Date Term Loans. The obligation
of each Lender to make a Plan Effective Date Term Loan is additionally subject to the satisfaction of the following conditions:


 


(a)           The
Confirmation Order shall have been entered, which order shall be in full force and effect, unstayed and Final, and shall not have
been modified or amended without the written consent of the Administrative Agent, reversed or vacated.


 


(b)           All
conditions precedent to the effectiveness of the Approved Plan as set forth therein shall have been satisfied or waived (the waiver
thereof having been approved by the Administrative Agent), and the substantial consummation (as defined in Section 1101 of
the Bankruptcy Code) of the Approved Plan in accordance with its terms shall have occurred contemporaneously with the Plan Effective
Date.


 


(c)           The
transactions contemplated by the Approved Plan to occur on the effective date of the Approved Plan shall have been consummated
on the Plan Effective Date substantially contemporaneously with the occurrence therewith and in compliance with applicable law
and Bankruptcy Court and regulatory approvals (if any).


 


(d)           All
conditions precedent to the effectiveness of the RBL Exit Facility (as defined in the Restructuring Support Agreement) shall have
been satisfied or waived (the waiver thereof having been approved by the Administrative Agent).


 


Section 6.04         
Obligation to Make Case Extension Loans.
The obligation of each Lender to make a Case Extension Loan is additionally subject to the satisfaction of the following conditions:


 


(a)           A
Case Milestone Extension shall have occurred.


 


(b)           After
giving effect to such Loan, the aggregate amount of Case Extension Loans made by such Lender shall not exceed such Lender’s
Case Extension Commitment on such date.


 


(c)           After
giving effect to such Loan, the aggregate principal amount of all Case Extension Loans outstanding shall not exceed the Case Extension
Availability Amount.


 


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Article VII

Representations and Warranties


 


Each
of Parent and the Borrower, jointly and severally, represents and warrants to the Lenders that:


 


Section 7.01         
Organization; Powers.
Subject to any restrictions arising on account of any Loan Party’s status as a “debtor” under the Bankruptcy
Code and the entry of the DIP Order, each Loan Party is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations,
consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses,
authorizations, consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.



 


Section 7.02         
Authority; Enforceability.
Subject to any restrictions arising on account of any Loan Party’s status as a “debtor” under the Bankruptcy
Code and the entry of the DIP Order, the Transactions are within each Loan Party’s corporate or other organizational powers
and have been duly authorized by all necessary corporate or other organizational action. Each Loan Document to which a Loan Party
is a party, upon entry of the applicable DIP Order, has been duly executed and delivered by it and constitutes its legal, valid
and binding obligation, as applicable, enforceable in accordance with its terms, subject to the DIP Order and subject to any restrictions
arising on account of any Loan Party’s status as a “debtor” under the Bankruptcy Code, and further subject to
other applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


Section 7.03         
Approvals; No Conflicts.
Subject to entry of the DIP Order and subject to any restrictions arising on account of the Loan Parties’ status as “debtors”
under the Bankruptcy Code, the Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing
or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated
thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of
financing statements and the Security Instruments (or the DIP Order) as required by this Agreement and (ii) those third party
approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to
have a Material Adverse Effect, or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate
(i) in any material respect, any applicable law or regulation or any order of any Governmental Authority or (ii) the Organizational
Documents of any Loan Party, (c) will not violate or result in a default under any material indenture, note, credit agreement
or other similar instrument binding upon any Loan Party or its Properties, or give rise to a right thereunder to require any payment
to be made by any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Loan Party
(other than the Liens created by the Loan Documents).


 


Section 7.04         
Financial Condition; No
Material Adverse Change.


 


(a)           Since
the Petition Date and after giving effect to the Transactions (i) there has been no event, development or circumstance that has
had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the Loan Parties
has been conducted only in the ordinary course consistent with past business practices (it being understood that changes in business
practices that do not change the nature of the business as an exploration and production company, such as changes to respond to
current market conditions, are consistent with past business practices).


 


(b)           Neither
the Borrower nor any other Loan Party has on the date of this Agreement, after giving effect to the Transactions, any material
Debt (including Disqualified Capital Stock) other than the Secured Obligations, Revolving Debt under the Revolving Loan Documents,
the Intercompany Debt or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or
unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments.


 


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Section 7.05         
Litigation. 


 


(a)           Other
than the Cases and except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by
or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing
against any Group Member that (i) are not fully covered by insurance (except for normal deductibles) as to which there is a reasonable
possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate,
to result in a Material Adverse Effect or (ii) involve any Loan Document or the Transactions.


 


(b)           Since
the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05 that, individually
or in the aggregate, has resulted in a Material Adverse Effect.


 


Section 7.06        
  Environmental Matters.
Subject to any restrictions arising on account of any Loan Party’s status as a “debtor” under the Bankruptcy
Code and the Cases, and except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect:


 


(a)           the
Group Members and each of their respective Properties and operations thereon are, and within all applicable statute of limitation
periods have been, in compliance with all applicable Environmental Laws;


 


(b)           the
Group Members have obtained all Environmental Permits required for their respective operations and each of their Properties, with
all such Environmental Permits being currently in full force and effect, and no Group Member has received any written notice or
otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental
Permit or renewal of any existing Environmental Permit will be denied;


 


(c)           there
are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a
potentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge,
threatened against any Group Member or any of their respective Properties or as a result of any operations at the Properties;


 


(d)           none
of the Properties of the Group Members contain or, to the Borrower’s knowledge, have contained any: (i) underground storage
tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant
to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA
or any state remedial priority list promulgated or published pursuant to any comparable state law;


 


(e)           except
as permitted under applicable laws, there has been no Release or, to the Borrower’s knowledge, threatened Release, of Hazardous
Materials attributable to the operations of any Group Member at, on, under or from any Group Member’s Properties and there
are no investigations, remediations, abatements, removals of Hazardous Materials required under applicable Environmental Laws
relating to such Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties
are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real
property;


 


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(f)            no
Group Member has received any written notice asserting an alleged liability or obligation under any Environmental Laws with respect
to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, or Released
or threatened to be Released from any real properties offsite the Group Member’s Properties and there are no conditions
or circumstances that would reasonably be expected to result in the receipt of such written notice;


 


(g)           there
has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations
and businesses of any Group Member or relating to any of their Properties that would reasonably be expected to form the basis
for a claim against any Group Member for damages or compensation and, to the Borrower’s knowledge, there are no conditions
or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure; and


 


(h)           the
Group Members have provided to the Lenders complete and correct copies of all environmental site assessment reports, investigations,
studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with
or liability under Environmental Laws) that are in any Group Member’s possession or control and relating to their respective
Properties or operations thereon.


 


Section 7.07         
Compliance with the Laws
and Agreements; No Defaults. 


 


Subject
to any restrictions arising on account of any Loan Party’s status as a “debtor” under the Bankruptcy Code and
the Cases:


 


(a)           Each
Loan Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments
binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental
authorizations necessary for the ownership of its Property and 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 Effect.


 


(b)           No
Loan Party is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period
or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer to Redeem
all or any portion of any Debt outstanding under any material indenture, note, credit agreement or other similar instrument pursuant
to which any Material Indebtedness is outstanding.


 


(c)           No
Default has occurred and is continuing.


 


Section 7.08         
Investment Company Act.
No Loan Party is an “investment company” or a company “controlled” by an “investment company,”
within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.


 


Section 7.09         
Taxes. Each Loan Party
has timely filed or caused to be filed all tax returns and reports required to have been filed and, except to the extent such
payment is excluded by, or is otherwise prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy Court,
has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith
by appropriate proceedings and for which the applicable Loan Party has set aside on its books adequate reserves in accordance
with GAAP, (b) ad valorem taxes as disclosed to the Lenders prior to the Effective Date, (c) to the extent that the failure to
do so could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or (d) to the
extent otherwise excused or prohibited by the Bankruptcy Code. To the knowledge of Borrower, no material proposed tax assessment
is being asserted with respect to any Loan Party. 


 


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Section 7.10         
ERISA. 


 


(a)           Each
Plan is, and has been, operated, administered and maintained in substantial compliance with, and the Borrower and each ERISA Affiliate
have complied in all material respects with, ERISA, the terms of the applicable Plan and, where applicable, the Code.


 


(b)           No
act, omission or transaction has occurred which would result in imposition on any the Borrower or any ERISA Affiliate (whether
directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of
ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under
Section 409 of ERISA.


 


(c)           No
liability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate
has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA
Event with respect to any Plan has occurred.


 


(d)           The
actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, as of the end
of the Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination
basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by an amount that could reasonably
be expected to have a Material Adverse Effect. The term “actuarial present value of the benefit liabilities” shall
have the meaning specified in Section 4041 of ERISA.


 


(e)           Neither
the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding
the date hereof sponsored, maintained or contributed to, or had any actual or contingent liability to any Multiemployer Plan.


 


Section 7.11        
Disclosure; No Material
Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it or any Loan Party is subject, and all other existing facts and circumstances applicable to the
Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the
Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement
or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information
so furnished) contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected
financial or other information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time. There is no fact peculiar to the Borrower or any other Loan Party which could reasonably
be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which
has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to
the Administrative Agent or the Lenders by or on behalf of the Borrower or any other Loan Party prior to, or on, the date hereof
in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are
based upon or include misleading information or fail to take into account material information regarding the matters reported
therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties and production and
cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and
the Loan Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate. 


 


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Section 7.12        
Insurance. For the
benefit of each Loan Party, Parent or the Borrower has, except to the extent excluded by or otherwise prohibited by the provisions
of the Bankruptcy Code or order of the Bankruptcy Court, (a) all insurance policies sufficient for the compliance by the Loan
Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, or self-insurance,
in at least such amounts and against such risk (including public liability) 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 Loan Parties. Schedule 7.12,
as of the date hereof, sets forth a list of all insurance maintained by Parent or the Borrower. The Administrative Agent, as agent
for the benefit of the Secured Parties, has been named as additional insureds in respect of such liability insurance policies
and the Administrative Agent, as agent for the benefit of the Secured Parties, has been named as loss payee with respect to Property
loss insurance.


 


Section 7.13        
Restriction on Liens.
Other than the Revolving Loan Documents, the Prepetition Term Loan Documents or the DIP Orders, neither the Borrower nor any Loan
Party is a party to any material agreement or arrangement (other than as permitted by Section 9.15), or subject to
any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative
Agent and the Lenders on or in respect of their Properties to secure the Secured Obligations and the Loan Documents.


 


Section 7.14        
Group Members. Except
as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy
to the Lenders), which shall be a supplement to Schedule 7.14, there are no other Group Members. Each Guarantor has been
so designated on Schedule 7.14. 


 


Section 7.15        
Foreign Operations.
The Borrower and the other Loan Parties do not own any Oil and Gas Properties not located within the geographical boundaries of
the United States. 


 


Section 7.16        
Location of Business and
Offices. The Borrower’s jurisdiction of organization is Colorado; the name of the Borrower as listed in the public records
of its jurisdiction of organization is Sundance Energy, Inc. and the organizational identification number of the Borrower in its
jurisdiction of organization is 20031394742 (or, in each case, as set forth in a notice delivered to the Administrative Agent
pursuant to Section 8.01(k) in accordance with Section 12.01). The Borrower’s principal place of
business and chief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice
delivered pursuant to Section 8.01(k) and Section 12.01(c)). Each Group Member’s jurisdiction of
organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in
its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on
Schedule 7.16 (or as set forth in a notice delivered pursuant to Section 8.01(k)).


 


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Section 7.17        
Properties; Titles, Etc.


 


Other
than as a result of the Cases and subject to any necessary order or authorization of the Bankruptcy Court:


 


(a)           Each
Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report
and good title to, or valid leasehold interests in, licenses of, or rights of use, all other Collateral owned or leased by such
Loan Party and all of its other material personal Properties necessary or used in the ordinary conduct of its business other than
Properties sold in compliance with Section 9.11 from time to time, in each case, free and clear of all Liens except
Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, the Loan Party specified as the owner
owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve
Report, and except as otherwise provided by statute, regulation or the standard and customary provisions of any applicable joint
operating agreement, the ownership of such Properties shall not in any material respect obligate the Loan Party to bear the costs
and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working
interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate
increase in the Loan Party’s net revenue interest in such Property.


 


(b)           All
material leases and agreements necessary for the conduct of the business of the Loan Parties are valid and subsisting, in full
force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time
or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse
Effect.


 


(c)           Except
as could not reasonably be expected to have a Material Adverse Effect, the rights and Properties presently owned, leased or licensed
by the Loan Parties including all easements and rights of way, include all rights and Properties necessary to permit the Loan
Parties to conduct their business in the same manner as its business is conducted on the date hereof.


 


(d)           Except
for Properties being repaired, all of the Properties of the Loan Parties which are reasonably necessary for the operation of their
businesses are in good working condition in all material respects and are maintained in accordance with prudent business standards.


 


(e)           Each
Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property necessary
for the conduct of the business, and the use thereof by the Loan Party does not, to its knowledge, infringe upon the rights of
any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. The Loan Parties either own or have valid licenses or other rights to use all databases,
geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used
in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same,
which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with
such exceptions as could not reasonably be expected to have a Material Adverse Effect.


 


Section 7.18        
Maintenance of Properties.
Other than as a result of the Cases and subject to any necessary order or authorization of the Bankruptcy Court, and except for
such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties
(and Properties unitized therewith) of the Loan Parties have been maintained, operated and developed in a good and workmanlike
manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or
other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and
Gas Properties of the Loan Parties. Specifically in connection with the foregoing, except for those as could not be reasonably
expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Loan Parties is subject to having allowable production
reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether
or not the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or Properties
unitized therewith) of the Loan Parties is deviated from the vertical more than the maximum permitted by Governmental Requirements,
and such wells are bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or
in the case of wells located on Properties unitized therewith, such unitized Properties) of the Loan Parties. All pipelines, wells,
gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Loan
Parties that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations,
and with respect to such of the foregoing which are operated by the Loan Parties, in a manner consistent with the Loan Parties’
past practices (other than those the failure of which to maintain in accordance with this Section 7.18 could not reasonably
be expected to have a Material Adverse Effect). 


 


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Section 7.19        
Gas Imbalances; Prepayments.
Except as set forth on Schedule 7.19 or on the most recent certificate delivered pursuant to Section 8.12(c),
on a net basis there are no gas imbalances, take-or-pay or other prepayments which would require any Loan Party to deliver Hydrocarbons
produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding
two percent (2.0%) of the aggregate volumes of Hydrocarbons (on an Mcf equivalent basis) listed in the most recent Reserve Report.


 


Section 7.20        
Marketing of Production.
Except for contracts listed and in effect on the date hereof on Schedule 7.20, and thereafter either disclosed in writing
to the Administrative Agent or included in the most recently delivered Reserve Report, (a) the Loan Parties are receiving a price
for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are
not having deliveries curtailed substantially below the subject Property’s delivery capacity and (b) no material agreements
exist which are not cancelable on 90 days’ notice or less without penalty or detriment for the sale of production from the
Loan Parties’ Hydrocarbons (including calls on or other rights to purchase, production, whether or not the same are currently
being exercised) that (i) pertain to the sale of production at a fixed price and (ii) have a maturity or expiry date of longer
than six (6) months from the date hereof. 


 


Section 7.21        
[Reserved]. 


 


Section 7.22        
Swap Agreements. Schedule
7.22, as of the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(d),
sets forth, a true and complete list of all Swap Agreements of the Loan Parties, the material terms thereof (including the type,
term, effective date, termination date and notional amounts or volumes), the estimated net mark to market value thereof, all credit
support agreements relating thereto (including any margin required or supplied, but excluding the Security Instruments) and the
counterparty to each such agreement.


 


Section 7.23        
Use of Loans. The proceeds
of the Loans shall be used (a) to pay professional or other transaction fees and expenses required hereunder or in the DIP Order
or Restructuring Support Agreement, (b) to finance the working capital and capital expenditure needs of the Borrower and its Subsidiaries
and for general corporate purposes of the Borrower and its Subsidiaries in accordance with the Budget, (c) to pay fees, interest
and expenses associated with the DIP Facility, (d) to fund the costs of the administration of the Cases (including the Carve-Out),
in each case (except for the Carve-Out), subject to the Budget and the Permitted Variances, (e) to pay post-petition interest
due and owing to the Revolving Lenders in connection with the Revolving Debt and (f) to pay Prepetition RBL Protection Fees and
Expenses, in the case of (e) and (f), to the extent set forth in the DIP Orders. No part of the proceeds of any Loan will be used,
directly or indirectly (i) to purchase or carry any margin stock, to extend credit to others for the purpose of purchasing or
carrying margin stock, to reduce or retire any indebtedness that was originally incurred to purchase or carry any margin stock
or for any purpose which violates the provisions of Regulations T, U or X of the Board, (ii) in a manner inconsistent with the
Budget, subject to Permitted Variances, (iii) to challenge the validity, perfection, priority, extent or enforceability of the
obligations under the DIP Facility or the Existing Term Loan Credit Agreement, (iv) to investigate or assert any other claims
or causes of action against the Administrative Agent, the Arrangers, any other agent or any Lender with respect to any holder
of any such obligations, except as agreed by the Administrative Agent or as otherwise provided in the DIP Order with respect to
any investigation regarding the facility under the Existing Term Loan Credit Agreement or (v) for any act which has the effect
of materially or adversely modifying or compromising the rights and remedies of the Administrative Agent or the Lenders or any
such party with respect to the DIP Facility or any Loan Document.


 


[Credit
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Section 7.24        
[Reserved]. 


 


Section 7.25        
OFAC. Neither the Group
Members, nor, to the Borrower’s knowledge, any director, officer, agent, employee or Affiliate of the Group Members is currently
subject to any material U.S. sanctions administered by OFAC, and the Borrower will not directly or indirectly use the proceeds
from the Borrowings or lend, contribute or otherwise make available such proceeds to any Group Member, joint venture partner or
other Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by
OFAC.


 


Section 7.26        
Anti-Terrorism Laws.
(a) None of the Group Members, nor, to the Borrower’s knowledge, any of their Affiliates is in violation of any laws relating
to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001 (the “Executive Order”), and the Patriot Act.


 


(b)          None
of the Group Members, nor, to the Borrower’s knowledge, any of their Affiliates or their respective brokers or other agents
acting or benefiting in any capacity in connection with the Loans is any of the following:


 


(i)            a
Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(ii)           a
Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject
to the provisions of, the Executive Order;


 


(iii)          a
Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


 


(iv)          a
Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or


 


(v)           a
Person that is named as a “specially designated national and blocked person” on the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement
official publication or such list.


 


(c)          None
of the Group Members, nor, to the Borrower’s knowledge, any of its brokers or other agents acting in any capacity in connection
with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or
for the benefit of any Person described in clause (b) above, (ii) deals in, or otherwise engages in any transaction relating
to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage
in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.


 


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Section 7.27        
Money Laundering. The
operations of the Group Members are and have been conducted at all times in material compliance with applicable financial recordkeeping
and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving any Loan Party with respect to the Money Laundering Laws is pending or,
to the best knowledge of the Borrower, threatened in writing.


 


Section 7.28        
Foreign Corrupt Practices.
No Group Member, nor, to the knowledge of the Borrower, any director, officer, agent, or employee of any Loan Party, is aware
of or has taken any action, directly or indirectly, that would result in a material violation by such Persons of the FCPA, including
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of
an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization
of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and, the Loan
Parties have conducted their business in material compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 


Section 7.29        
EEA Financial Institutions.
No Group Member is an EEA Financial Institution.


 


Section 7.30        
Beneficial Ownership.
As of the First Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct
in all respects.


 


Article VIII

Affirmative Covenants


 


Until
Payment in Full, each of Parent and the Borrower, jointly and severally, covenants and agrees with the Lenders that:


 


Section 8.01        
Financial Statements; Other
Information. The Borrower will furnish to the Administrative Agent and each Lender: 


 


(a)          Annual
Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 90
days after the end of each fiscal year of the Parent, (i) the audited consolidated statement of financial position for Parent
and its Subsidiaries and related statements of profit or loss or other comprehensive income, changes in equity, as applicable,
and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year,
all reported on by independent public accountants of recognized national standing (without a “going concern” or like
qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of operations of Parent and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) internally prepared unaudited consolidating
statement of financial position and statement of profit or loss or other comprehensive income of Parent which agree in total to
the corresponding audited consolidated statements of Parent for the fiscal year, all certified by one of its Financial Officers
as presenting fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries
on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes.


 


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(b)         Quarterly
Financial Statements. As soon as available, but in any event not later than 60 days after the end of each of the first three
(3) fiscal quarters of each fiscal year of Parent, (i) the unaudited consolidated statement of financial position for Parent and
its Subsidiaries and related statements of profit or loss or other comprehensive income, changes in equity, as applicable, and
cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in comparative
form the figures for the corresponding period or periods of (or, in the case of the statement of financial position, as of the
end of) the previous fiscal year and (ii) internally prepared unaudited consolidating statement of financial position and statement
profit or loss or other comprehensive income of Parent which agree in total to the corresponding unaudited consolidated statements
of Parent for such fiscal quarter, all certified by one of its Financial Officers as presenting fairly in all material respects
the financial condition and results of operations of Parent and its Subsidiaries on a consolidated and consolidating basis in
accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.


 


(c)         Certificate
of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a)
or Section 8.01(b) (subject to the proviso below), a certificate of a Financial Officer of Parent in substantially
the form of Exhibit C hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed
calculations demonstrating compliance with Section 9.01 for the fiscal quarter then ended and (iii) stating whether
any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements
referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate.


 


(d)         Certificate
of Financial Officer – Swap Agreements. Concurrently with the delivery of each Reserve Report hereunder, a certificate
of a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of the last
Business Day of the period covered by such Reserve Report, a true and complete list of all Swap Agreements of each Loan Party,
the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net
mark-to-market value therefor, any new credit support agreements relating thereto (other than Security Instruments) not listed
on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to each such
agreement.


 


(e)         Certificate
of Insurer – Insurance Coverage. Concurrently with any delivery of financial statements under Section 8.01(a),
and within ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07,
certificates of insurance coverage with respect to the insurance required by Section 8.07, in form and substance reasonably
satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable
policies.


 


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


 


[Credit
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(g)         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 other national securities
exchange (other than relating to beneficial ownership of the Equity Interests of the Parent); provided, however,
that the Loan Parties shall be deemed to have furnished the information required by this Section 8.01(g) if it shall
have timely made the same available publicly on its website, “EDGAR”, or an equivalent website.


 


(h)         Notices
Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished
to or by any Person pursuant to the terms of the Revolving Loan Documents and any preferred stock designation, indenture, loan
or credit or other similar material agreement, other than this Agreement and not otherwise required to be furnished to the Lenders
pursuant to any other provision of this Section 8.01.


 


(i)          Lists
of Purchasers. Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12,
a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated
by a Loan Party, a list of the operators of such properties).


 


(j)          Notice
of Sales of Oil and Gas Properties and Unwinds of Swap Agreements. In the event the Borrower or any other Loan Party (i) intends
to sell, transfer, assign or otherwise dispose of any Oil and Gas Properties (or any Equity Interests of any Loan Party that owns
Oil and Gas Properties) or (ii) becomes aware of any termination, unwinding, cancellation or other disposition of Swap Agreements
(in each case, in accordance with Section 9.11), prior written notice (or prompt written notice upon becoming aware
of, as the case may be) of the foregoing (of, in the case of prior notice, at least ten (10) Business Days or such shorter time
as the Administrative Agent may agree), the price thereof, in the case of Oil and Gas Properties (or any Equity Interests of any
Loan Party that owns Oil and Gas Properties), and the anticipated decline in the mark-to-market value thereof or net cash proceeds
therefrom, in the case of Swap Agreements, and the anticipated date of closing and any other details thereof reasonably requested
by the Administrative Agent or any Lender.


 


(k)         Notice
of Casualty Events. Prompt written notice, and in any event within three (3) Business Days, of the occurrence of any Casualty
Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.


 


(l)          Information
Regarding Borrower and Guarantors. Prompt written notice of (and in any event within ten (10) days prior thereto or such other
time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name used to
identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s
chief executive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the
jurisdiction in which such Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such
Person’s organizational identification number in such jurisdiction of organization, and (v) in the Loan Party’s federal
taxpayer identification number.


 


(m)        Production
Report and Lease Operating Statements. Not later than the eighteenth (18th) Business Day of each calendar month, a report
setting forth, for each calendar month during the previous twelve (12) months, the volume of production and sales attributable
to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month
from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating
expenses attributable thereto and incurred for each such calendar month.


 


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(n)         Monthly
Operational Report; Approved Plan of Development Variance. Promptly after delivery thereof to the board of directors of the
Borrower (and in no event later than the eighteenth (18th) Business Day of each calendar month), (i) an operational report for
the prior calendar month in form and substance substantially similar to the operational report provided to the board of directors
of the Borrower (it being understood for purposes of this clause (i) that (A) such monthly operational report will be prepared
in good faith based on interim facts and information believed by the Borrower to be reasonable at the time prepared, but may nonetheless
be incomplete and (B) the Borrower shall have no liability for any unintentional errors or omissions from the facts and information
provided in such monthly operational report) and (ii) a report for the prior calendar month in form and substance substantially
similar to the report provided to the board of directors of the Borrower in respect of development expenditures, Capital Expenditures
and other capital activities occurring in such prior calendar month including a comparison of actual development expenditures,
Capital Expenditures and other capital activities for such prior calendar month versus those development expenditures, Capital
Expenditures and other capital activities budgeted to occur in such prior month.


 


(o)         Patriot
Act. Promptly upon request, all documentation and other information required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.


 


(p)         Cash
Flow and Capital Expenditure Forecast. Not later than 120 days after the end of each fiscal year, a certificate of a Responsible
Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth an operating budget (including
a cash flow and Capital Expenditure forecast) for the immediately succeeding twelve (12) months in form and substance reasonably
satisfactory to the Administrative Agent.


 


(q)         Other
Requested Information. Promptly following any written request therefor, such other information regarding the operations, business
affairs and financial condition of Parent, the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports
or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document,
as the Administrative Agent or any Lender may reasonably request.


 


(r)          Beneficial
Ownership. Prompt written notice of any change in the information provided in the Beneficial Ownership Certification that
would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.


 


(s)         Variance.
Beginning on the Thursday following the first full calendar week following the Petition Date, and every second Thursday thereafter,
the Borrower shall provide to the Administrative Agent a Variance Report.


 


(t)          Budget
and Budget Certificate. Beginning on the Thursday of the seventh week anniversary of the Petition Date and every seven (7)
weeks thereafter, the Borrower shall provide to the Administrative Agent (A) an updated Budget covering the 13-week period that
commences with the beginning of such week in which such Budget is delivered and (B) a certificate of a financial officer of the
Borrower stating that such Budget has been prepared on a reasonable basis and in good faith and is based on assumptions believed
by the Borrower to be reasonable at the time made and from the best information then available to the Borrower in connection therewith
(such certificate a “Budget Certificate”).


 


[Credit
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Section 8.02        
Notices of Material Events.
The Borrower will furnish to the Administrative Agent prompt written notice of the following after any Responsible Officer of
any Loan Party has knowledge thereof:


 


(a)          the
occurrence of any Default;


 


(b)         the
filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before
any arbitrator or Governmental Authority against or affecting the Group Members thereof not previously disclosed in writing to
the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not
previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in
a Material Adverse Effect;


 


(c)         the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Borrower or any other Loan Party in an aggregate amount exceeding $2,000,000; and


 


(d)         the
occurrence of any Material Adverse Effect.


 


Each
notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


Section 8.03        
Existence; Conduct of Business.
Subject to any necessary order or authorization of the Bankruptcy Court, Parent and the Borrower will, and will cause each Loan
Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary,
its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of
its Properties requires such qualification, except where failure to have such rights, licenses, permits, privileges, franchises
and foreign qualifications could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10.


 


Section 8.04        
Payment of Obligations.
Except where such payment is excused by, or is otherwise prohibited by the provisions of the Bankruptcy Code or order of the Bankruptcy
Court, Parent and the Borrower will, and will cause each other Loan Party to, pay its obligations, including tax liabilities of
the Borrower and all of the other Loan Parties before the same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such other Loan Party has set
aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse Effect.


 


Section 8.05        
Performance of Obligations
under Loan Documents. Except where compliance is excluded by, or is otherwise prohibited by the provisions of the Bankruptcy
Code or order of the Bankruptcy Court, the Borrower will pay the Loans in accordance with the terms hereof, and cause each other
Loan Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the
Loan Documents, including this Agreement, at the time or times and in the manner specified.


 


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Section 8.06        
Operation and Maintenance
of Properties. Except where compliance is excluded by, or is otherwise prohibited by the provisions of the Bankruptcy Code
or order of the Bankruptcy Court, the Parent and the Borrower, each at its own expense, will, and will cause each other Loan Party
to:


 


(a)           operate
its Oil and Gas Properties and other material Properties or use commercially reasonable efforts to cause such Oil and Gas Properties
and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry
and in compliance with all applicable contracts and agreements and in compliance with all applicable Governmental Requirements,
including applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other
Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and
the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could
not reasonably be expected to have a Material Adverse Effect.


 


(b)           maintain
and keep or use commercially reasonable efforts to cause to be maintained and kept in good repair, working order and efficiency
(ordinary wear and tear excepted) all of its material Oil and Gas Properties and other Properties material to the conduct of its
business, including all equipment, machinery and facilities.


 


(c)           promptly
pay and discharge, or use commercially reasonable efforts to cause to be paid and discharged, all material delay rentals, royalties,
expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties
and will do all other things necessary, in accordance with industry standards, to keep unimpaired their rights with respect thereto
and prevent any forfeiture thereof or default thereunder.


 


(d)           promptly
perform or use commercially reasonable efforts to cause to be performed, in accordance with industry standards, the obligations
required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its
Oil and Gas Properties and other material Properties.


 


Section 8.07        
Insurance. Parent or
the Borrower will maintain, with financially sound and reputable insurance companies, insurance covering all Loan Parties, in
such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating
in the same or similar locations. Subject to the terms of the Intercreditor Agreement, the loss payable clauses or provisions
in the applicable insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and
made payable to the Administrative Agent as a “loss payee” or other formulation reasonably acceptable to the Administrative
Agent and such liability policies shall name the Administrative Agent, as agent for the benefit of the Secured Parties, as “additional
insured”. Such policies will also provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation
to the Administrative Agent. 


 


Section 8.08        
Books and Records; Inspection
Rights. Parent and the Borrower will, and will cause each other Loan Party to, keep proper books of record and account in
accordance with GAAP. Parent and the Borrower will, and will cause each other Loan Party to, permit any representatives designated
by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make
extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants
(and hereby authorizes the Administrative Agent to contact its independent accountants directly) and to provide contact information
for each bank where each Loan Party has a depository and/or securities account and each such Loan Party hereby authorizes the
Administrative Agent to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times
during normal business hours and as often as reasonably requested.


 


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Section 8.09        
Compliance with Laws.
Parent and the Borrower will, and will cause each Loan Party to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect. 


 


Section 8.10        
Environmental Matters.


 


(a)         Parent
and the Borrower shall: (i) comply, and shall cause its Properties and operations and each other Group Member and each other Group
Member’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof
could not be reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise Release, and shall cause
each other Group Member not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from
any of the Borrower’s or the other Group Members’ Properties or any other Property to the extent caused by the Borrower’s
or any of the other Group Members’ operations except in compliance with applicable Environmental Laws, the disposal or Release
of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each other
Group Member to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental
Laws to be obtained or filed in connection with the operation or use of the Borrower’s or the other Group Members’
Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence
and diligently prosecute to completion, and shall cause each of other Group Member to promptly commence and diligently prosecute
to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation
or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required
or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present
or future disposal or other Release of any Hazardous Materials on, under, about or from any of the Borrower’s or the other
Group Members’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected
to have a Material Adverse Effect; (v) use commercially reasonable efforts to conduct, and cause each other Group Member to conduct,
their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that
could reasonably be expected to form the basis for a claim for damages or compensation; and (vi) establish and implement, and
shall cause each other Group Member to establish and implement, such procedures as may be necessary to continuously determine
and assure that the Borrower’s and the other Group Members’ obligations under this Section 8.10(a) are
timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.


 


(b)         Parent
and the Borrower will promptly, but in no event later than five (5) Business Days of Parent or the Borrower becoming aware thereof,
notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental
Authority or any demand or lawsuit by any landowner or other third party threatened in writing against Parent or the Borrower
or the other Group Members or their Properties of which Parent and or Borrower has knowledge in connection with any Environmental
Laws (excluding routine testing and corrective action) if Parent or the Borrower reasonably anticipates that such action will
result in liability (whether individually or in the aggregate) in excess of $2,000,000, not fully covered by insurance, subject
to normal deductibles.


 


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(c)         If
an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not be obligated to), at the reasonable
and documented expense of the Borrower and to the extent that the Borrower or any other Loan Party has the right to do so, conduct
such Remedial Work as it deems appropriate to determine the nature and extent of any noncompliance with applicable Environmental
Laws, the nature and extent of the presence of any Hazardous Material and the nature and extent of any other environmental conditions
that may exist at or affect any of the Mortgaged Properties, and the Group Members shall cooperate with the Administrative Agent
in conducting such Remedial Work. Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including
all storage areas, storage tanks, drains and dry wells and other structures and locations, as well as the taking of soil samples,
surface water samples, and ground water samples and such other investigations or analyses as the Administrative Agent deems appropriate.
The Administrative Agent and its officers, employees, agents and contractors shall have and are hereby granted the right to enter
upon the Mortgaged Properties for the foregoing purposes.


 


Section 8.11        
Further Assurances.


 


(a)         Parent
and the Borrower, each at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to the
Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to
comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party, as the case
may be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Secured
Obligations, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations
secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments
(or the DIP Order) or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be
reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.


 


(b)         Parent
and the Borrower hereby authorize the Administrative Agent to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Loan Party where
permitted by law. A carbon, photographic or other reproduction of the Security Instruments (or the DIP Order) or any financing
statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by
law.


 


Section 8.12        
Reserve Reports. 


 


(a)         On
or before March 31 and September 30 of each year, as applicable, the Borrower shall furnish to the Administrative Agent and the
Lenders (with a copy to the Revolving Lenders) a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the
other Loan Parties in the United States as of the immediately preceding January 1 or July 1, as applicable. The Reserve Report
as of January 1 and delivered on or before March 31 of each year (the “January 1 Reserve Report”) shall be
prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year may be prepared in form reasonably
acceptable by one or more Approved Petroleum Engineers or internally under the supervision of the chief engineer of the Borrower
who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared in all material
respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report.


 


(b)         In
the event that the Borrower shall furnish to the Revolving Agent a Reserve Report at any time other than those set forth in Section 8.12(a),
the Borrower shall furnish the same to the Administrative Agent and shall certify such Reserve Report has been prepared in all
material respects in accordance with the procedures used in the immediately preceding January 1 Reserve Report.


 


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(c)         With
the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from
a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other
information delivered in connection therewith is true and correct, (ii) the Borrower or the other Loan Parties own good and defensible
title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens
permitted by Section 9.03, (iii) 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 in excess of the volume specified in Section 7.19 with respect to its Oil and Gas
Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliver Hydrocarbons either
generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor,
(iv) none of their proved Oil and Gas Properties have been sold since the Petition Date except as set forth on an exhibit to the
certificate, which exhibit shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the
Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into by a Loan Party subsequent
to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected
to have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof, (vi) attached thereto
is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the
percentage of the total value of the proved Oil and Gas Properties that the value of the Mortgaged Properties represent and that
such percentage is in compliance with Section 8.14(a) and (vii) attached thereto is a computation of Total Proved
PV-9 for the Oil and Gas Properties evaluated in such Reserve Report.


 


Section 8.13        
[Reserved].


 


Section 8.14        
Additional Collateral;
Additional Guarantors.


 


(a)         At
the request of the Administrative Agent, the Parent and the Borrower shall, and shall cause the other Loan Parties to, grant,
within thirty (30) days of delivery of such request (or such later date as the Administrative Agent may agree), to the Administrative
Agent as security for the Secured Obligations a Lien, with the priorities established by the DIP Order, on additional Oil and
Gas Properties not already subject to a Lien of the Security Instruments or the DIP Order. All such Liens will be created and
perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security
Instruments and/or DIP Order, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient
executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing,
if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Subsidiary is not
a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).


 


(b)         Parent
and the Borrower shall promptly cause each newly created or acquired Subsidiary to guarantee the Secured Obligations, including
pursuant to a supplement or joinder hereto. In connection with any such guarantee, Parent and the Borrower shall, or shall cause
(i) such Subsidiary to execute and deliver such guarantee or joinder and (ii) the owners of the Equity Interests of such Subsidiary
to pledge all of the Equity Interests of such new Subsidiary (including delivery of original stock certificates evidencing the
Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank
by the registered owner thereof) and to execute and deliver such other additional closing documents and certificates as shall
reasonably be requested by the Administrative Agent.


 


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(c)          In
the event that any Loan Party becomes the direct owner of a Domestic Subsidiary, then the Loan Party shall promptly pledge 100%
of all the Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party in accordance with the
priorities established by the DIP Order (which for the sake of clarification means the Loan Parties shall not be permitted to
deliver original stock certificates, if any, evidencing such Equity Interests to any Person other than the Revolving Agent).


 


(d)         The
Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan
Party (other than the Borrower) in order for such Loan Party to honor its obligations under the other Security Instruments and
the DIP Order (provided, however, that the Borrower shall only be liable under this Section 8.14(d)
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(d),
or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under
this Section 8.14(d) shall remain in full force and effect until Payment in Full.


 


(e)         If
the Borrower or any Subsidiary intends to grant any Lien on any Property to secure the Revolving Debt, then the Borrower will
provide at least fifteen (15) days’ prior written notice thereof to the Administrative Agent and the Borrower will, and
will cause its Subsidiaries to, grant to the Administrative Agent to secure the Secured Obligations a Lien subordinate to only
that of the Senior Liens, if any, on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory
to the Administrative Agent to the extent a prior Lien has not already been granted to the Administrative Agent on such Property.
In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing
documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. The Borrower will cause
any Subsidiary and any other Person guaranteeing any Revolving Debt to contemporaneously guarantee the Secured Obligations.


 


Section 8.15        
ERISA Compliance. Parent
and the Borrower will promptly furnish and will cause each other Group Member and any ERISA Affiliate to promptly furnish to the
Administrative Agent (i)  upon becoming aware of the occurrence of any ERISA Event or of any Prohibited Transaction, which
could reasonably be expected to result in liability of Parent, the Borrower or such other Group Member in an aggregate amount
exceeding $2,000,000, in connection with any Plan or any trust created thereunder, a written notice of Parent, the Borrower or
Subsidiary of the Borrower, as the case may be, specifying the nature thereof, what action such Person is taking or proposes to
take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor
or the PBGC with respect thereto, and (ii) upon receipt thereof, copies of any notice of the PBGC’s intention to terminate
or to have a trustee appointed to administer any Plan. Promptly following receipt thereof, Parent and the Borrower will furnish
and will cause each Subsidiary to promptly furnish to the Administrative Agent copies of any documents described in Sections 101(k)
or 101(l) of ERISA that any Group Member may request with respect to any Multiemployer Plan for which the Borrower, any Group
Member or any of their ERISA Affiliates may be subject to any current or future liability; provided that if the Group Members
have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon
reasonable request of the Administrative Agent, the Group Members shall promptly make a request for such documents or notices
from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent
promptly after receipt thereof.


 


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Section 8.16        
Marketing Activities.
Parent and the Borrower will not, and will not permit any of the other Loan Parties to, engage in marketing activities for any
Hydrocarbons or enter into any contracts related thereto other than (i) 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, (ii) 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 the Borrower and the other Loan Parties that the Borrower
or one of the other Loan Parties 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 (iii) other contracts for the purchase and/or sale
of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery
dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been
taken to alleviate the material credit risks of the counterparty thereto.


 


Section 8.17        
[Reserved]. 


 


Section 8.18        
Patriot Act, OFAC, FCPA.
Now and hereafter to the extent applicable to this Agreement, the transactions contemplated hereby or the Loan Parties’
execution, delivery and performance of the Loan Documents, do and will comply, as applicable, in all material respects with the
Patriot Act, U.S. sanctions administered by OFAC and FCPA, and with respect to each statute, any successor statute thereto.


 


Section 8.19        
[Reserved].


 


Section 8.20        
[Reserved]. 


 


Section 8.21        
Deposit Accounts. The
Borrower shall cause the DIP Proceeds Account to at all times be subject to a deposit account control agreement, in form and substance
reasonably satisfactory to the Administrative Agent naming the Administrative Agent as the secured party thereunder for the benefit
of the Secured Parties unless the DIP Proceeds Account is held with the Administrative Agent.


 


Section 8.22        
Hedge Amendments. The Parent and the Borrower
will use commercially reasonable efforts to cause all counterparties to Other Swap Agreements (other than Swap Agreements with
Bank of America N.A. or its affiliates) to enter into letter agreements in respect of such Swap Agreements either substantially
in the form of Exhibit A to the Hedging Motion or reasonably acceptable to the Administrative Agent.


 


Section 8.23        
SBA PPP Loan. Parent
and the Borrower will, and will cause each other Loan Party to (a) comply in all material respects with the SBA’s terms
and conditions applicable to the SBA PPP Loan, (b) use the proceeds of the SBA PPP Loan only for CARES Allowable Uses, (c) keep
necessary and appropriate records relating to the use of the SBA PPP Loan (and provide such records to the Administrative Agent
upon the Administrative Agent’s reasonable request), and (d) promptly take all applicable actions, not later than 45 days
after the eight-week period immediately following the SBA PPP Loan Date (or such later date as permitted under the CARES Act),
to apply for forgiveness of the SBA PPP Loan in accordance with the regulations implementing Section 1106 of the CARES Act
(and provide documentation, and status, of such forgiveness to the Administrative Agent upon the Administrative Agent’s
reasonable request).


 


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Section 8.24        
Pleadings and Motions.
To the extent reasonably practicable at least two (2) days prior to filing (or such shorter period as the Administrative Agent
may agree), the Borrower shall use commercially reasonable efforts to provide the Administrative Agent copies of all material
pleadings and motions (other than “first day” motions and proposed orders, and other than emergency pleadings or motions
where, despite such Borrower’s commercially reasonable efforts, such two (2) day notice is not possible) to be filed by
or on behalf of the Borrower or any of the other Loan Parties with the Bankruptcy Court in the Cases, or to be distributed by
or on behalf of the Borrower or any of the other Loan Parties to any official committee appointed in the Cases, which such pleadings
shall include the Administrative Agent as a notice party.


 


Article IX

Negative Covenants


 


Until
Payment in Full, each of Parent and the Borrower, jointly and severally, covenant and agree with the Lenders that:


 


Section 9.01        
Financial Covenants.



 


(a)          Budget
Variance. As of the Thursday after the first full calendar week ending after the Petition Date and on each second Thursday
thereafter ( such date a “Testing Date” and the period commencing on the Petition Date and ending on the relevant
Testing Date, a “Testing Period”; provided that the initial Testing Period shall be deemed to include
the full calendar week in which the Petition Date occurs), the Borrower shall not permit (i) total “Aggregate Disbursements”
made by the Borrower and its Subsidiaries during such Testing Period to be greater than 110% of forecasted “Aggregate Disbursements”
as set forth in the Budget for such Testing Period (ii) “Total Restructuring Expenses” made by the Borrower and its
Subsidiaries during such Testing Period to be greater than 110% of forecasted “Total Restructuring Expenses” as set
forth in the Budget for such Testing Period or (iii) the total disbursements during such Testing Period, in respect of any individual
line item within “Aggregate Disbursements” that is identified on Schedule 9.01(a), to vary from the forecasted
amount for such line item set forth in the Budget for such Testing Period, in each case greater than the percentage or dollar
amount set forth in Schedule 9.01(a) with respect to such line item (the variances described in these clauses (i),
(ii) and (iii), the “Permitted Variance”), provided that, notwithstanding the foregoing,
the professional fees for professionals employed by the Administrative Agent, Revolving Agent and Prepetition Term Agent shall
be excluded from this variance testing covenant. For the avoidance of doubt, by virtue of the cumulative testing period described
above, all “Aggregate Disbursement” positive variances may be used in all future testing periods for variance testing
purposes over the forecast.


 


(b)         Swap
Termination Value. The obligations of the Loan Parties under all Swap Agreements (other than Specified Swap Agreements), measured
by Swap Termination Value, shall not exceed $3,500,000 at any time (such amount to be adjusted upon the delivery of an updated
budget, dollar-for-dollar, to reflect any changes to the Ending Book Cash Balance projected on the Plan Effective Date), provided that
this covenant shall be of no further force and effect to the extent the Borrower has satisfied its obligations to enter into letter
agreements pursuant to Section 8.22 hereof.


 


Section 9.02        
Debt. Parent and the
Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except:


 


(a)          the
Loans or other Secured Obligations.


 


(b)         Debt
existing on the Petition Date and any post-petition interest that accrues thereon (for the sake of clarification, any liabilities
that have been invoiced and are in existence on the Petition Date but are not classified as “Debt” pursuant to clause
(c) of the definition thereof on the Petition Date solely because 120 days have not elapsed since the invoice date of any such
liability and that are classified as “Debt” following the Petition Date because such 120 day period passes after the
Petition Date shall be deemed “Debt existing on the Petition Date” for the purposes of this Section 9.02(b)).


 


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(c)         Debt
associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third
parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation
of, the Oil and Gas Properties.


 


(d)         Intercompany
Debt.


 


(e)         endorsements
of negotiable instruments for collection in the ordinary course of business.


 


(f)          Debt
representing deferred compensation to employees of Parent or any of its Subsidiaries incurred in the ordinary course of business
not to exceed an aggregate amount at any one time outstanding of $250,000.


 


(g)         [Reserved].


 


(h)         Debt
consisting of the financing of insurance premiums not to exceed $250,000.


 


(i)          Debt
in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and
other cash management and similar arrangements in the ordinary course of business.


 


(j)          Debt
arising under Swap Agreements permitted under Section 9.17.


 


(k)         other
Debt not to exceed $250,000 in the aggregate at any one time outstanding; provided that no Default or Event of Default
exists at the time such Debt is incurred or will occur as a result thereof.


 


(l)          any
guarantee of any other Debt permitted to be incurred hereunder.


 


Section 9.03        
Liens. Parent and the
Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any of its
Properties (now owned or hereafter acquired), except:


 


(a)         Liens
securing the payment of any Secured Obligations.


 


(b)         Excepted
Liens.


 


(c)         Liens
in existence on the Petition Date.


 


(d)         [Reserved].


 


(e)         Liens
with respect to property or assets of the Borrower or any other Loan Party securing obligations in an aggregate principal amount
outstanding at any time not to exceed $250,000.


 


Section 9.04        
Restricted Payments.
Parent and the Borrower will not, and will not permit any other Loan Party to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment. 


 


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Section 9.05        
Investments, Loans and
Advances. Parent and the Borrower will not, and will not permit any other Loan Party to, make or permit to remain outstanding
any Investments in or to any Person, except that the foregoing restriction shall not apply to:


 


(a)         Investments
which are disclosed to the Lenders in Schedule 9.05.


 


(b)         accounts
receivable and notes receivable arising from the grant of trade credit arising in the ordinary course of business.


 


(c)         direct
obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof,
in each case maturing within one (1) year from the date of acquisition thereof.


 


(d)         commercial
paper maturing within one (1) year from the date of acquisition thereof rated in one of the two highest grades by S&P or Moody’s.


 


(e)         deposits
maturing within one (1) year from the date of creation thereof with, including certificates of deposit issued by, any Lender or
any office located in the United States of any other bank or trust company which is organized under the laws of the United States
or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank
or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such
rating is set forth from time to time, by S&P or Moody’s, respectively.


 


(f)          Investments
in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by Moody’s or AAA by S&P.


 


(g)         Investments
(i) made by the Borrower in or to any Loan Parties or (ii) made by Loan Parties in or to each other or the Borrower.


 


(h)         Investments
in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05
owing to the Borrower or any other Loan Party as a result of a bankruptcy or other insolvency proceeding of the obligor in
respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of the other Loan Parties or in connection
with the settlement of delinquent accounts and disputes with customers and suppliers; provided that the Borrower shall
give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one
time under this Section 9.05(h) exceeds $250,000.


 


(i)          Investments
pursuant to Swap Agreements or hedging agreements otherwise permitted under this Agreement.


 


Section 9.06        
Nature of Business; No
International Operations. Parent and the Borrower will not allow any material change to be made in the character of its business
as an independent oil and gas exploration and production company. The Loan Parties will not acquire or make any other expenditures
(whether such expenditure is capital, operating or otherwise) in or related to any Oil and Gas Properties not located within the
geographical boundaries of the United States. No Loan Party will acquire or create any Foreign Subsidiary. 


 


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Section 9.07        
Proceeds of Loans.
Parent and the Borrower will not permit the proceeds of the Loans to be used for any purpose other than those permitted by Section 7.23.
No Loan Party nor any Person acting on behalf of the Borrower has taken or will take any action which causes any of the Loan Documents
to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange
Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If
requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender FR Form U-1 or such
other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. Parent and the Borrower
will not permit the proceeds of the Loans to be used (i) in a manner inconsistent with the Budget, subject to Permitted Variances,
(ii) to challenge the validity, perfection, priority, extent or enforceability of the obligations under the DIP Facility, or the
facility under the Existing Term Loan Credit Agreement, (iii) to investigate or assert any other claims or causes of action against
the Administrative Agent, the Arrangers, any other agent or any Lender with respect to any holder of any such obligations, except
as agreed by the Administrative Agent or as otherwise provided in the DIP Order with respect to any investigation regarding the
facility under the Existing Term Loan Credit Agreement or (iv) for any act which has the effect of materially or adversely modifying
or compromising the rights and remedies of the Administrative Agent or the Lenders or any such party with respect to the DIP Facility
or any Loan Document (as defined in the Existing Term Loan Credit Agreement).


 


Section 9.08        
ERISA Compliance. Except
as could not reasonably be expected to result in a Material Adverse Effect, the Borrower will not, and will not permit any other
Group Member to, at any time:


 


(a)         Allow
any ERISA event to occur.


 


(b)         contribute
to or assume an obligation to contribute to, or permit any Subsidiary to contribute to or assume an obligation to contribute to,
any Multiemployer Plan.


 


(c)         acquire,
or permit any Subsidiary to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect
to any Subsidiary if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition
has sponsored, maintained, or contributed to, any Multiemployer Plan.


 


Section 9.09        
Sale or Discount of Receivables.
Parent and the Borrower will not, and will not permit any other Loan Party to, discount or sell (with or without recourse) any
of its notes receivable or accounts receivable. 


 


Section 9.10        
Mergers, Etc. Neither
the Borrower nor any other Loan Party will merge into or with or consolidate with any other Person, or permit any other Person
to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its Property to any other Person, (whether now owned or hereafter acquired) (any such transaction,
a “consolidation”), or liquidate or dissolve. 


 


Section 9.11        
Sale of Properties.
Parent and the Borrower will not, and will not permit any other Loan Party to, Transfer any Property, other than Permitted Transfers.


 


Section 9.12        
Sales and Leasebacks.
Parent and the Borrower will not, and will not permit any other Loan Party to enter into any arrangement with any Person providing
for the leasing by any Loan Party of real or personal property that has been or is to be sold or transferred by such Loan Party
to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property
or rental obligations of such Loan Party.


 


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Section 9.13        
Environmental Matters.
Parent and the Borrower will not, and will not permit any other Group Member to, (a) cause or knowingly permit any of its Property
to be in violation of, or (b) do anything or knowingly permit anything to be done which will subject any such Property to any
Remedial Work (other than Remedial Work done in the ordinary course of business) under, any Environmental Laws that could reasonably
be expected to have a Material Adverse Effect; it being understood that clause (b) above will not be deemed as limiting
or otherwise restricting any obligation to disclose any relevant facts, conditions and circumstances pertaining to such Property
to the appropriate Governmental Authority. 


 


Section 9.14        
Transactions with Affiliates.
Except for transactions set forth on Schedule 9.14 (in each case consistent with past practices), Parent and the Borrower
will not, and will not permit any other Loan Party to, enter into any material transaction, including any purchase, sale, lease
or exchange of Property or the rendering of any service, with any Affiliate (other than between Borrower and Loan Parties) unless
such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it
than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.


 


Section 9.15        
Negative Pledge Agreements;
Dividend Restrictions. Parent and the Borrower will not, and will not permit any other Loan Party to, create, incur, assume
or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting, conveying,
creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent of other
Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to any
Loan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice
to other Persons in connection therewith; provided that, (i) the foregoing shall not apply to restrictions and conditions
under the Loan Documents, (ii) the foregoing shall not apply to customary provisions in joint venture agreements and other similar
agreements applicable to joint ventures existing as of the Petition Date and applicable solely to such joint venture and its equity
and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by any agreement relating
to Capital Leases or purchase money Debt existing as of the Petition Date if such restrictions or conditions apply only to the
property or assets securing such Secured Obligations, (B) customary provisions in leases and licenses restricting the assignment
thereof and existing as of the Petition Date, (C) limitations and restrictions arising or existing by reason of applicable Governmental
Requirement and (D) the Intercreditor Agreement and the Revolving Loan Documents and the Prepetition Term Loan Documents.


 


Section 9.16        
Take-or-Pay or other Prepayments.
Parent and the Borrower will not, and will not permit any other Loan Party to, allow take-or-pay or other prepayments with respect
to the Oil and Gas Properties of the Borrower or any other Loan Party that would require the Borrower or such other Loan Party
to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor.


 


Section 9.17        
Swap Agreements. Parent
and the Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreements without the consent of
the Administrative Agent (acting at the direction of the Required Lenders).


 


Section 9.18        
Amendments to Organizational
Documents and Material Contracts. Parent and the Borrower shall not, and shall not permit any other Loan Party to, (a) amend,
supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents in any respect
without the consent of the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion) (b)(i)
amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party,
(ii) terminate, replace or assign any of the Loan Party’s interests in any agreement or (iii) permit any agreement not to
be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence does
not receive the prior written consent of the Required Lenders and causes the Specified Letter of Credit to become drawn. 


 


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Section 9.19        
Changes in Fiscal Periods.
Parent and the Borrower shall not, and shall not permit any other Loan Party to have its fiscal year end on a date other than
December 31 or change the its method of determining fiscal quarters.


 


Section 9.20        
Anti-Terrorism Laws.
Parent and the Borrower shall not permit, and shall not permit the other Loan Parties to (a) conduct any business or engage in
making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 7.26
above, (b) deal in, or otherwise engage in any transaction relating to, any property of interests in property blocked pursuant
to the Executive Order of any other Anti-Terrorism Law or (c) engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, (x) any of the prohibitions set forth in any Anti-Terrorism
Law or (y) any prohibitions set forth in the rules or regulations issued by OFAC (and, in each case, the Borrower shall, and shall
cause each of the Loan Parties to, promptly deliver or cause to be delivered to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion, confirming the Loan Parties’ compliance with this
Section 9.20).


 


Section 9.21        
Gas Imbalances. Parent
and the Borrower shall not and shall not permit any other Loan Party to allow on a net basis gas imbalances with respect to the
Oil and Gas Properties of the Borrower or any Loan Party that would require the Borrower or such Loan Party to deliver Hydrocarbons
produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding
two percent (2.0%) of the aggregate volumes of Hydrocarbons (on an Mcf equivalent basis) listed in the most recent Reserve Report.


 


Section 9.22        
[Reserved].


 


Section 9.23        
DIP Proceeds Account Withdrawals.
The Borrower shall not make more than one (1) withdrawal from the DIP Proceeds Account per calendar week, which, except in the
case of the initial withdrawal following the entry of the Interim Order, shall occur only on a Monday (or if such Monday is not
a Business Day, the following Business Day). Such withdrawal shall be accompanied by a certificate signed by a Financial Officer
of the Borrower, in the form of Exhibit B-2, certifying that the use of proceeds are necessary to fund anticipated disbursements
for the eight (8) day period following such withdrawal, in accordance with the Budget (subject to Permitted Variances).


 


Section 9.24        
Capital Expenditures.
No Loan Party shall, nor shall it permit any of its Subsidiaries to, incur or commit to incur any Capital Expenditures other than
Capital Expenditures set forth in the Budget.


 


Section 9.25        
Key Employee Plans.
No Loan Party shall (a)(i) enter into any key employee or executive incentive or retention plan, other than such plans in effect
as of the Petition Date or (ii) amend or modify any existing key employee retention plan and incentive plan in a manner that increases
benefits payable thereunder, unless such plan, amendment or modification, as applicable, is satisfactory to the Required Lenders
and (b) other than the payments of salary, wages or expense reimbursements, in each case as to directors, officers, and management-
or executive-level employees of any of the Loan Parties, make any grant or payment after the Petition Date (including pursuant
to a key employee or executive incentive or retention plan or other similar agreement or arrangement) to any director, officer,
or management- or executive-level employee of any of the Loan Parties outside the ordinary course of business. 


 


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Section 9.26        
Superpriority Claims.
No Loan Party shall create or permit to exist any Superpriority Claim other than the Senior Superpriority Claims.


 


Section 9.27        
Hedge Termination.



 


(a)         No
Loan Party shall fail to pay a regularly scheduled settlement payment owing by such Loan Party to a “Secured Swap Provider”
under a secured Swap Agreement in accordance with the terms of the applicable secured Swap Agreement.


 


(b)         No
Loan Party shall (i) with respect to any Other Swap Agreement, cause, agree to, or permit to exist the termination, unwinding,
cancellation or other disposition of any Other Swap Agreement by the counterparty thereto, or the designation of an Early Termination
Date (as defined in such Other Swap Agreement) by the counterparty thereto, in each case except to the extent the obligations
of the Loan Parties (measured at Swap Termination Value) under such Other Swap Agreement do not exceed the Swap Termination Value
Threshold Amount. or (ii) with respect to any Specified Swap Agreement, cause, agree to, or permit to exist the termination, unwinding,
cancellation or other disposition of any Specified Swap Agreement by the counterparty thereto, or the designation of an Early
Termination Date (as defined in such Specified Swap Agreement) by the counterparty thereto.


 


Article X

Events of Default; Remedies


 


Section 10.01      
Events of Default.
One or more of the following events shall constitute an “Event of Default”:


 


(a)          the
Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof, by acceleration or otherwise.


 


(b)         any
Loan Party shall fail to pay any (i) interest on any Loan or any fee or any other amount (other than an amount referred to in
Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five (5) Business Days (ii) fees and expenses of the Lenders’ professional advisors
as required pursuant to the DIP Orders (and subject to the review periods set forth therein) when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of ten (10) calendar days.


 


(c)         Parent,
the Borrower or any other Loan Party allow unutilized capacity under any minimum revenue commitment, minimum volume commitment
or similar provision in any operating, gathering, handling, transportation, processing or marketing contracts attributable to
the Oil and Gas Properties of the Borrower or any other Loan Party to exceed $5,000,000 in the aggregate for any fiscal quarter.


 


(d)         any
representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with
any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report,
notice, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or
deemed made (or, to the extent that any such representation and warranty is qualified by materiality, such representation and
warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made).


 


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(e)          the
Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02(a),
Section 8.03, Section 8.12(a), Section 8.14, Section 8.21, Section 8.23
or in Article IX.


 


(f)          the
Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement
(other than those specified in Section 10.01(a), Section 10.01(b), Section 10.01(c) or Section 10.01(d))
or any other Loan Document, and such failure shall continue unremedied for a period of five (5) Business Days after the earlier
to occur of (A) written notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request
of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such default.


 


(g)         the
Borrower or any other Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness incurred after the Petition Date, when and as the same shall become due and payable after
giving effect to any grace periods applicable thereto.


 


(h)         any
event or condition occurs that results in any Material Indebtedness incurred after the Petition Date becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or
holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become
due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity
or require the Borrower or any other Loan Party to make an offer in respect thereof.


 


(i)          (x)
Any party (other than a Loan Party) to a Specified Swap Agreement shall designate an Early Termination Date (as defined in such
Specified Swap Agreement) with respect to such Specified Swap Agreement, (y) a termination, unwinding, cancellation or other disposition
of an Other Swap Agreement or the designation of an Early Termination Date (as defined in such Other Swap Agreement) under an
Other Swap Agreement shall occur, and the obligations of the Loan Parties (measured at Swap Termination Value) under such Other
Swap Agreement shall exceed the Swap Termination Value Threshold Amount, or (z) the obligations of the Loan Parties under all
Other Swap Agreements, measured by Swap Termination Value, shall exceed $3,500,000 at any time (such amount to be adjusted upon
the delivery of an updated budget, dollar-for-dollar, to reflect any changes to the Ending Book Cash Balance projected on the
Plan Effective Date), provided that an Event of Default pursuant to this Section 10.01(i)(z) shall be of no
further force and effect to the extent the Borrower has satisfied its obligation to enter into letter agreements pursuant to Section 8.22
hereof.


 


(j)          [Reserved].


 


(k)         after
the commencement of the Cases, one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (to
the extent not covered by independent third party insurance as to which the insurer does not dispute coverage and is not subject
to an insolvency proceeding) shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged
for a period of 15 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such judgment.


 


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(l)            any
Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in
full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Loan Party thereto
or shall be repudiated by any of them, except to the extent permitted by the terms of this Agreement, or the Borrower or any other
Loan Party or any of their Affiliates shall so state in writing.


 


(m)          a
Change in Control shall occur.


 


(n)           [Reserved].


 


(o)           The
occurrence of any of the following:


 


(i)            (A)
The entry of an order dismissing the Cases or converting the Cases to a case under Chapter 7 of the Bankruptcy Code, (B) the entry
of an order appointing a Chapter 11 trustee in the Cases, (C) the entry of an order in the Cases appointing an examiner having
expanded powers (beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) and (D) the filing of any pleading
by any Loan Party seeking, or otherwise consenting to, any of the matters set forth in clauses (A) through (C) above.


 


(ii)           (A)
An amendment, supplement or other modification shall have been made to, or a consent or waiver shall have been granted by the
Loan Parties with respect to any material departure by any person from the provisions of, the Approved Plan (without giving effect
to such amendment, supplement, modification, consent or waiver), in each case, in a manner that is not permitted pursuant to the
definition thereof (it being agreed an amendment, supplement or other modification to the Approved Plan to provide for both the
payment in full and in cash of all Secured Obligations under this Agreement and the termination of all Commitments hereunder,
and all claims under the Existing Term Loan Credit Agreement on the Effective Date and for third party releases in favor of the
Administrative Agent, the Lenders and any other secured parties under the Existing Term Loan Credit Agreement, this Agreement
or other Loan Documents (such a plan of reorganization, a “Cash Pay Plan”) shall not constitute an Event of
Default), (B) any plan other than the Approved Plan or a Cash Pay Plan is filed by, or with the support of, a Loan Party without
the consent of the Required Lenders, (C) the Loan Parties shall have commenced or participated in furtherance of any solicitation
in respect of a proposed plan or reorganization other than the Approved Plan or a Cash Pay Plan, (D) the Bankruptcy Court shall
terminate or reduce the period pursuant to Section 1121 of the Bankruptcy Code during which the Loan Parties have the exclusive
right to file a plan of reorganization and solicit acceptances thereof or (E) any of the Loan Parties or any of their affiliates
shall file any motion or pleading with the Bankruptcy Court that is inconsistent in any material respect with the Approved Plan
and such motion or pleading has not been withdrawn within three (3) Business Days of the Borrower receiving notice from the Administrative
Agent.


 


(iii)          The
entry of the Final Order shall not have occurred on or before the Final Order Entry Deadline or the Interim Order (prior to entry
of the Final Order) or Final Order shall cease to be in full force and effect or shall have been reversed, modified, amended,
stayed, vacated or subject to stay pending appeal, in the case of any modification or amendment, without the prior written consent
of Administrative Agent and Required Lenders.


 


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(iv)          There
shall be a breach by any Loan Party of any material provisions of the Interim Order (prior to entry of the Final Order) or the
Final Order, and such breach shall continue unremedied for a period of five (5) Business Days after the earlier to occur of (A)
written notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender)
or (B) a Responsible Officer of the Borrower or such other Loan Party otherwise becoming aware of such breach.


 


(v)           Other
than the DIP Order in respect of the Carve-Out, the entry of an order in the Cases charging any of the Collateral under Section 506(c)
of the Bankruptcy Code against the Lenders under which any person takes action against the Collateral or that becomes a Final
non-appealable order.


 


(vi)          The
entry of an order granting relief from any stay of proceeding (including, without limitation, the automatic stay) so as to allow
a third party to proceed with foreclosure (or granting of a deed in lieu of foreclosure) against any asset with a value in excess
of $1,000,000.


 


(vii)         [Reserved].


 


(viii)        Any
lien securing, or Superpriority Claim in respect of, the obligations under the DIP Facility shall cease to be valid, perfected
(if applicable) and enforceable in all respects or to have the priority granted under the Interim Order and the Final Order, as
applicable.


 


(ix)           The
existence of any claims or charges (including any grant of adequate protection), or the entry of any order of the Bankruptcy Court
authorizing any claims or charges (including any grant of adequate protection), other than in respect of the DIP Facility or the
Senior Liens, entitled to superpriority under Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to
the DIP Facility, or there shall arise or be granted by the Bankruptcy Court (A) any claim having priority over any or all administrative
expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other
than the Senior Superpriority Claims) that is pari passu or senior to the Superpriority Claim or (B) any Lien on the Collateral
having a priority senior to or pari passu with the liens and security interests granted pursuant to the DIP Order and the
Loan Documents, except as expressly provided herein or in the Interim Order, the Hedging Order or the Final Order, whichever is
in effect.


 


(x)            [Reserved].


 


(xi)           Failure
by the Loan Parties to satisfy any of the Milestones in accordance with the terms relating to such Milestone.


 


(xii)          After
the entry thereof by the Bankruptcy Court, the Confirmation Order shall cease to be in full force and effect, or any Loan Party
shall fail to satisfy in full all obligations under the DIP Facility on or prior to the effective date of the Approved Plan or
fail to comply in any material respect with the Confirmation Order (and such failure shall continue unremedied for a period of
five (5) Business Days after the earlier to occur of (A) written notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such other Loan Party
otherwise becoming aware of such failure), or the Confirmation Order shall have been revoked, remanded, vacated, reversed, rescinded
or modified or amended in any manner without the consent of the Required Lenders.


 


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(xiii)        
Except as otherwise expressly permitted by this Agreement or otherwise consented to by the Required Lenders, there shall occur
(or the Debtors shall file a motion or other pleading with the Bankruptcy Court seeking) any sale, conveyance, disposition or
other transfer of all or a material portion of the Collateral pursuant to the Bankruptcy Code other than as permitted pursuant
(A) the Interim Order or the Final Order or (B) the Approved Plan.


 


(xiv)       
The Loan Parties, taken as a whole, cease to conduct substantially all of their business operations.


 


(xv)         The
Restructuring Support Agreement shall have been terminated with respect to any party or the Restructuring Support Agreement shall
have been deemed unenforceable by the Bankruptcy Court, or the Debtors shall file a motion or other pleading with the Bankruptcy
Court seeking to reject or otherwise hold unenforceable the Restructuring Support Agreement.


 


(xvi)       
The Debtors’ authority to use cash collateral under the Interim Order or Final Order is terminated in accordance with such
order.


 


(xvii)      
Any Loan Party fails to comply with the Budget, subject to any Permitted Variance.


 


(xviii)    
  Any Loan Party shall commence, join in, assist or otherwise participate (or attempt to commence, join in, assist or otherwise
participate) as an adverse party in any suit or other proceeding against the Administrative Agent or any of the Lenders to (A)
contest the validity or enforceability of any Loan Document or (B) contest the validity or perfection of any Lien securing the
Secured Obligations.


 


(xix)        
An uninsured loss as to any material portion of the Collateral that causes a Material Adverse Effect.


 


(xx)          The
termination or revocation of any guarantee made pursuant to Section 12.23.


 


Section 10.02        
Remedies.


 


(a)            In
the case of an Event of Default, at any time thereafter during the continuance of such Event of Default, the Administrative Agent
may with the consent of the Required Lenders or shall at the request of the Required Lenders, by notice to the Borrower, take
either or both of the following actions, at the same or different times, in each case subject to the terms and conditions of the
DIP Order:


 


(i)             terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and


 


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(ii)            by
written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with accrued interest thereon, and all fees and other obligations
of the Loan Parties accrued hereunder and under the Notes and the other Loan Documents shall become due and payable immediately,
without presentment, demand (other than written notice), protest, notice of intent to accelerate, notice of acceleration or other
notice of any kind, all of which are hereby waived by each Loan Party; and in case of an Event of Default described in Section 10.01(h),
the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and the other obligations of the Borrower and the other Loan Parties accrued hereunder and under
the Notes and the other Loan Documents shall automatically and immediately become due and payable, without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by
each Loan Party.


 


(b)            In
the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies
available at law and equity (including, pursuant and subject to the DIP Order, the right to immediately sweep all amounts in or
otherwise take possession or control of the DIP Proceeds Account and all proceeds therein).


 


(c)            Subject
to the terms and conditions of the DIP Order, all proceeds realized from the liquidation or other disposition of collateral or
otherwise received after maturity of the Loans, whether by acceleration or otherwise, shall be applied:


 


(i)             first,
to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable to
the Administrative Agent in its capacity as such;


 


(ii)            second,
pro rata to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable
to the Lenders;


 


(iii)           third,
pro rata to payment of accrued interest on the Loans;


 


(iv)           fourth,
pro rata to payment of principal outstanding on the Loans;


 


(v)            fifth,
pro rata to any other Secured Obligations; and


 


(vi)           sixth,
any excess, after all of the Secured Obligations shall have been indefeasibly paid in full in cash, shall be paid to the Borrower
or as otherwise required by any Governmental Requirement.


 


Article XI

The Administrative Agent


 


Section 11.01       
Appointment; Powers.
Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and 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
and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.


 


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Section 11.02    
Duties and Obligations
of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth
in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent”
herein and in the other Loan Documents 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 law; rather, such term is used merely as
a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers,
except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or
any Loan Party that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof
is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation 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 under any other Loan Document 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 in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as
to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value,
perfection or priority of any collateral security or the financial or other condition of the Borrower and the other Group Members
or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any
of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or
other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in
Article VI,
each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent
shall have received written notice from such Lender prior to the Effective Date specifying its objection thereto.


 


Section 11.03    
Action by Administrative
Agent. The Administrative Agent shall have no 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 in writing as directed by the Required Lenders (or the Case Extension Required Lenders, as applicable)
(or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02)
and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other
Loan Documents unless it shall (a) receive written instructions from the Required Lenders or the Lenders, as applicable, (or the
Case Extension Required Lenders, as applicable) (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 12.02)
specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and
expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid
and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If
a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as
shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03,
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 interests of the Lenders. In no event, however, shall the Administrative Agent be required to take
any action which, in its opinion, or the opinion of its counsel, exposes the Administrative Agent to liability or which is contrary
to this Agreement, the Loan Documents or applicable law, including, for the avoidance of doubt, any action that may be in violation
of the automatic stay under any Debtor Relief Law. If a Default has occurred and is continuing, no Agent shall have any obligation
to perform any act in respect thereof. The Administrative Agent shall not be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders or the Lenders (or the Case Extension Required Lenders, as applicable) (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02),
and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other
Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith
or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.


 


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Section 11.04    
Reliance by Administrative
Agent. 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 or other writing believed by it to be genuine and to have been
signed or sent 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 be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower
and the Lenders hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case
of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected by it, and 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. The Administrative
Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice
of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. 


 


Section 11.05    
Subagents. The Administrative
Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of this Article XI 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.


 


Section 11.06    
Resignation of Administrative
Agent. 


 


(a)      Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative
Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a qualified financial institution as successor Administrative Agent.


 


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


 


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(c)        Upon
the Resignation Effective Date or the Removal Effective Date (as applicable), a successor Administrative Agent shall succeed to
and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the Administrative Agent’s resignation or removal hereunder, the provisions of this Article XI and Section 12.03
shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.


 


Section 11.07    
Administrative Agent as
Lender. 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 such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrower or any other Group Member or other Affiliate
thereof as if it were not the Administrative Agent hereunder.


 


Section 11.08    
No Reliance. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and each other Loan Document to which it is a party. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any other Lender or any other Lender, 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, any related agreement or any document furnished hereunder or thereunder. The Agents
shall not be required to keep themselves informed as to the performance or observance by the Borrower, or any of the other Group
Members of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties
or books of any such Person. Except for notices, reports and other documents and information expressly required to be furnished
to the Lenders by the Administrative Agent hereunder, no Agent nor any Arranger shall have any duty or responsibility to provide
any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any
Group Member (or any of their Affiliates) which may come into the possession of such Agent or any of its Affiliates. In this regard,
each Lender acknowledges that Simpson Thacher & Bartlett LLP is acting in this transaction as special counsel to the Administrative
Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto
will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters
contemplated therein.


 


Section 11.09    
Administrative Agent May
File Proofs of Claim. 


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Borrower or any of the other Group Members, including the Cases, the Administrative
Agent (irrespective of whether the principal of any Loan 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, 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 Loans and all other
Secured 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Section 3.05 and Section 12.03) allowed in such judicial proceeding;
and


 


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(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 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, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Section 3.05 and Section 12.03.


 


Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


Section 11.10    
Authority of Administrative
Agent to Release Collateral and Liens. The Lenders:


 


(a)        irrevocably
authorize the Administrative Agent to comply with the provisions of Section 12.18.


 


(b)        authorize
the Administrative Agent to execute and deliver to the Loan Parties, at the Borrower’s sole cost and expense, any and all
releases of Liens, termination statements, assignments or other documents as reasonably requested by such Loan Party in connection
with any disposition of Property to the extent such disposition is permitted by the terms of Section 9.11 or
is otherwise authorized by the terms of the Loan Documents.


 


Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under Section 12.23 pursuant to this Section 11.10 or Section 12.18.


 


Section 11.11    
Duties of the Arranger.
The Arranger shall not have any duties, responsibilities or liabilities under this Agreement and the other Loan Documents. 


 


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Section 11.12    
Credit Bidding. The
Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid
all or any portion of the Secured Obligations (including by accepting some or all of the Collateral in satisfaction of some or
all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly
or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the
provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any
other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu
of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise)
in accordance with any applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the
Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required
Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests
in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the
liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased
(or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such
purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles
and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable
interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to
be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized
to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the
Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests
thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of
the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable
acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect
to the limitations on actions by the Required Lenders contained in Section 12.02 of this Agreement), (iv) the Administrative
Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on
account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership interests, limited
partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition
vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that
Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result
of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the
amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically
be reassigned to the Secured Parties pro rata with their original interest in such Secured Obligations and the equity interests
and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled,
without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable
portion of the Secured Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth
in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured
Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition
vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation
or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.


 


The
Loan Parties agree that in connection with any sale of any or all of the Debtors’ assets under Section 363 of the Bankruptcy
Code, a Chapter 11 plan, or any equivalent thereof under any other law, the Administrative Agent, at the direction of the Required
Lenders, shall have the absolute right to credit bid any portion, up to the full amount, of all obligations under the DIP Facility,
provided that any credit bid for assets constituting Other DIP Collateral shall include a cash portion sufficient to pay
in full in cash all outstanding obligations under the Revolving Credit Agreement.


 


Section 11.13        
Certain ERISA Matters.



 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


 (i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans
in connection with the Loans or the Commitments,


 


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 (ii)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement,


 


 (iii)          (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of
Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement, or


 


 (iv)          such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such
Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Arranger
or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in
connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related to hereto or thereto).


 


(c)           The
Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide investment
advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person
has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a
gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or
the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby,
the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting
fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


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Article XII

Miscellaneous


 


Section 12.01        
Notices. 


 


(a)            Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(i)             if
to the Borrower, to it at 1050 17th Street, Suite 700, Denver, Colorado 80265, Attention: Eric P. McCrady (Telephone
303-543-5700);


 


(ii)            if
to the Parent, to it at 1050 17th Street, Suite 700, Denver, Colorado 80265, Attention: Eric P. McCrady (Telephone
303-543-5700);


 


(iii)           if
to the Administrative Agent, to it at 1585 Broadway, 16th Floor, New York, New York 10036, Attention: David Lazarus (Telephone
212-296-8134); and


 


(iv)          if
to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


(b)           Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II,
Article III, Article IV and Article V unless otherwise agreed by the Administrative Agent
and the applicable Lender. 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.


 


(c)           Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.


 


Section 12.02       
Waivers; Amendments.



 


(a)           No
failure on the part of the Administrative Agent, any other Agent or Lender to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right,
power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies of the Administrative Agent, each other Agent, and the Lenders
hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise
have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other
Agent, or any Lender may have had notice or knowledge of such Default at the time.


 


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(b)           Neither
this Agreement nor any provision hereof nor any Loan Document nor any provision thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and/or the other applicable Loan Parties and the
Required Lenders or by the Borrower and/or the other applicable Loan Parties and the Administrative Agent with the consent of
the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) [Reserved], (iii) reduce the principal amount of any Loan or reduce the rate of interest thereon,
or reduce any fees payable hereunder, or reduce any other Secured Obligations hereunder or under any other Loan Document, without
the written consent of each Lender directly affected thereby, (iv) postpone the scheduled date of payment or prepayment of the
principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or any other Secured Obligations hereunder
or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Maturity
Date without the written consent of each Lender directly affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in
a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi)
waive or amend Section 3.04(c)-(g) if the effect of such waiver or amendment would directly affect any Lender in a
manner that is materially more adverse to such Lender than the other Lenders, Section 6.01, Section 10.02(c) or
Section 12.18 without the written consent of each Lender directly affected thereby (other than any Defaulting Lender),
(vii) release any Guarantor (except as set forth in Section 11.10), release all or substantially all of the Collateral
(other than as provided in Section 11.10), or amend Section 8.14(a), without the written consent of each
Lender (other than any Defaulting Lender), (viii) change any of the provisions of this Section 12.02(b) or the definitions
of “Required Lenders” or “Case Extension Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make
any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender (other
than any Defaulting Lender); (ix) [Reserved]; or (x) contractually subordinate the payment of all the Secured Obligations to any
other Debt or contractually subordinate the priority of any of the Administrative Agent’s Liens to the Liens securing any
other Debt, in each case, without the written consent of each Lender (other than any Defaulting Lender); provided, further
that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder
or under any other Loan Document without the prior written consent of the Administrative Agent. Notwithstanding the foregoing,
any supplement to any Schedule shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly
marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. Notwithstanding
the foregoing, the Borrower and the Administrative Agent may (A) amend this Agreement or any other Loan Document without the consent
of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or
other manifest error in any Loan Document and (B) without the consent of any Lender, enter into amendments or modifications to
this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably
deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise
effectuate the terms of Section 3.03(b) in accordance with the terms of Section 3.03(b). Notwithstanding
anything in this Section 12.02(b) or otherwise in this Agreement to the contrary, and for the avoidance of doubt,
the DIP Orders require that any amendments, modifications or waivers of the provisions of this Agreement or the other Loan Documents,
in each case, in a manner adverse to the Revolving Lenders shall require the consent of the Revolving Agent, such consent not
to be unreasonably withheld, provided that the Revolving Agent shall be deemed to have consented to amendment, modification and
waiver of the Loan Documents solely as to implement a Case Extension Draw or increasing the Commitments in the amount of any Additional
Commitments to cure the Cash Collateral Termination Trigger set forth in paragraph 21(b)(27) of the DIP Order.


 


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Section 12.03        
Expenses, Indemnity; Damage
Waiver.


 


(a)           Parent
and the Borrower, jointly and severally, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one (1) primary counsel for
the Administrative Agent and its Affiliates, one (1) Texas local counsel for the Administrative Agent and its Affiliates (in connection
with the Cases) and to the extent necessary as reasonably determined by the Administrative Agent, other outside consultants for
the Administrative Agent, the reasonable and documented travel, photocopy, mailing, courier, telephone, distributions, insurance,
CUSIP or LXID registration or other similar fees, bank meetings and other similar expenses, and the reasonable and documented
cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before
and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the
Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments,
modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), the negotiation of the DIP Orders, the Approved Plan and related disclosure statement
and Confirmation Order, the Restructuring Support Agreement, and otherwise in connection with the Cases, (ii) all reasonable and
documented costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent in connection with any search,
filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument
or any other document referred to therein, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent, any other Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative
Agent, any other Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement
or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring (including in connection with the Cases)
or negotiations in respect of such Loans (including, without limitation, periodic collateral/financial control, field examinations,
asset appraisal expenses, the monitoring of assets, enforcement or rights and other miscellaneous disbursements) and all such
reasonable and documented out-of-pocket fees, costs and expenses of any restructuring advisor hired by the Administrative Agent,
any other Agent or any Lender in connection with any workout restructuring or similar negotiations in respect of this Agreement
and the Loans made hereunder.


 


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(b)           PARENT
AND THE BORROWER, JOINTLY AND SEVERALLY, SHALL INDEMNIFY EACH AGENT, THE ARRANGER, AND EACH LENDER, AND EACH RELATED PARTY OF
ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH
INDEMNITEE HARMLESS FROM, ANY AND ALL ACTUAL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE
REASONABLE AND DOCUMENTED OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF ONE (1) FIRM
OF COUNSEL (AND ONE (1) TEXAS LOCAL COUNSEL IN CONNECTION WITH THE CASES) for ALL INDEMNITEES TAKEN AS A WHOLE (AND, IF NECESSARY,
BY A SINGLE FIRM OF LOCAL COUNSEL IN EACH APPROPRIATE JURISDICTION FOR ALL INDEMNITEES, TAKEN AS A WHOLE (AND, IN THE CASE OF
AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST WHERE THE INDEMNITEE AFFECTED BY SUCH CONFLICT INFORMS THE BORROWER OF SUCH CONFLICT
AND THEREAFTER RETAINS ITS OWN COUNSEL, OF ANOTHER FIRM OF COUNSEL FOR SUCH AFFECTED INDEMNITEE)), INCURRED BY OR ASSERTED AGAINST
ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO
OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS
OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION
OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY LOAN PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS,
DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (v) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (vi) ANY OTHER
ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR ANY OTHER GROUP MEMBER BY SUCH PERSONS,
(viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS,
(ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER GROUP MEMBER OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING
THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT
OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE
BY THE BORROWER OR ANY OTHER GROUP MEMBER WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OTHER GROUP MEMBER, (xi)
THE PAST OWNERSHIP BY THE BORROWER OR ANY OTHER GROUP MEMBER OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES
WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE,
TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL,
OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY
OTHER GROUP MEMBER OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED
BY THE BORROWER OR ANY OTHER GROUP MEMBER, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OTHER
GROUP MEMBER, (xiv) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xv) 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 ANY LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY
THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR
CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT
IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT
FAULT ON ANY ONE OR MORE OF THE INDEMNITEES INCLUDING ORDINARY NEGLIGENCE; 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 NONAPPEALABLE JUDGMENT TO (x) ARISE FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT OF SUCH INDEMNITEE OR (y) arise
solely out of any claim, action, inquiry, suit, litigation, investigation or proceeding that does not involve an act or omission
of any Loan Party, any of their affiliates or SUBSIDIARIES AND THAT IS BROUGHT BY AN INDEMNITEE AGAINST ANY OTHER INDEMNITEE
(OTHER THAN ANY CLAIM, ACTION, SUIT, INQUIRY, LITIGATION, INVESTIGATION OR PROCEEDING AGAINST THE ADMINISTRATIVE AGENT IN ITS
CAPACITY OR IN FULFILLING ITS ROLE AS AN ADMINISTRATIVE AGENT). THIS SECTION 12.03(B) SHALL NOT APPLY WITH RESPECT
TO TAXES, WHICH SHALL BE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 5.02, OTHER THAN ANY TAXES THAT REPRESENT
LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.


 


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(c)           NEITHER
PARENT NOR THE BORROWER 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 SUCH INDEMNITEE
AND (Z) REQUIRES NO ACTION ON THE PART OF THE INDEMNITEE OTHER THAN ITS CONSENT.


 


(d)           NO
INDEMNITEE SEEKING INDEMNIFICATION OR CONTRIBUTION UNDER THIS AGREEMENT WILL, WITHOUT THE BORROWER’S WRITTEN CONSENT (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED), SETTLE, COMPROMISE, CONSENT TO THE ENTRY OF ANY JUDGMENT
IN OR OTHERWISE SEEK TO TERMINATE ANY INVESTIGATION, LITIGATION OR PROCEEDING REFERRED TO HEREIN; HOWEVER IF ANY OF THE FOREGOING
ACTIONS IS TAKEN WITH THE BORROWER’S CONSENT OR IF THERE IS A FINAL AND NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION FOR THE PLAINTIFF IN ANY SUCH INVESTIGATION, LITIGATION OR PROCEEDING, THE BORROWER AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH INDEMNITEE FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES
BY REASON OF SUCH ACTION OR JUDGMENT IN ACCORDANCE WITH THE PROVISIONS OF THE PRECEDING PARAGRAPHS. NOTWITHSTANDING THE IMMEDIATELY
PRECEDING SENTENCE, IF AT ANY TIME AN INDEMNITEE SHALL HAVE REQUESTED INDEMNIFICATION OR CONTRIBUTION IN ACCORDANCE WITH THIS
AGREEMENT, PARENT AND THE BORROWER SHALL BE LIABLE FOR ANY SETTLEMENT OR OTHER ACTION REFERRED TO IN THE IMMEDIATELY PRECEDING
SENTENCE EFFECTED WITHOUT THE BORROWER’S CONSENT IF (A) SUCH SETTLEMENT OR OTHER ACTION IS ENTERED INTO MORE THAN 30 DAYS
AFTER RECEIPT BY THE BORROWER OF SUCH REQUEST FOR SUCH INDEMNIFICATION OR CONTRIBUTION AND (B) THE BORROWER SHALL NOT HAVE PROVIDED
SUCH INDEMNIFICATION OR CONTRIBUTION IN ACCORDANCE WITH SUCH REQUEST PRIOR TO THE DATE OF SUCH SETTLEMENT OR OTHER ACTION.


 


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(e)           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, except to the extent that such damages have resulted
from the willful misconduct, bad faith or gross negligence of any Indemnitee (as determined by a final non-appealable judgment
of a court of competent jurisdiction).


 


(f)            To
the extent that Parent or the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Agent
or any Arranger under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent,
such Agent or such Arranger, as the case may be, such Lender’s Applicable Percentage (as determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent, such Agent or such Arranger in its capacity as such.


 


(g)           To
the extent permitted by applicable law, Parent and the Borrower shall not, and shall cause each Group Member not to, assert, and
hereby waives, any claim against any Indemnitee, 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, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds
thereof. No Indemnitee, Loan Party or Subsidiary shall be liable for any special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds
thereof.


 


(h)          All
amounts due under this Section 12.03 shall be payable not later than ten (10) days after written demand therefor.


 


Section 12.04       
Successors and Assigns.


 


(a)           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 (i) the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section 12.04. 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 Section 12.04(c)) 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.



 


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(b)           (i)
Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees (each
an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitments and its Loans at the time owing to it) with the prior written consent of:


 


(A)          the
Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required
if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; provided, further, that the Borrower shall be deemed to have consented to any such
assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five (5) Business Days
after having received written notice thereof; and


 


(B)           the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an Assignee
that is a Lender (or an Affiliate of a Lender) immediately prior to giving effect to such assignment.


 


(ii)           Assignments
shall be subject to the following additional conditions:


 


(A)          except
in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $2,500,000 unless each of the Borrower and the Administrative Agent otherwise
consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;


 


(B)           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;


 


(C)           the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $4,000, payable by the assigning Lender; and


 


(D)          the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all documentation
and other information required by other Governmental Authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation, the USA PATRIOT Act; and


 


(E)           the
Assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the Borrower.


 


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(iii)          Subject
to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, 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 Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption 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 Section 5.01,
Section 5.02 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 12.04 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 Section 12.04(c).


 


(iv)          The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy
of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
the Commitments and the principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive 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, notwithstanding notice to the contrary. 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. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions
on Annex I and forward a copy of such revised Annex I to the Borrower and each Lender.


 


(v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s
completed Administrative Questionnaire, all documentation and other information required by other Governmental Authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the
USA PATRIOT Act, and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required
by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information
contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this Section 12.04(b).


 


(vi)          Notwithstanding
the foregoing, (i) no assignment or participation shall be made to any Loan Party or any Affiliate of a Loan Party and (ii) any
such assignment or participation must comply with any restrictions on assignments or participations, as applicable, as agreed
to by the transferring Lender in the Restructuring Support Agreement.


 


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(c)           (i)
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent or any other Person,
sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations, (C) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender
shall maintain the Participant Register. 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 the first proviso to Section 12.02(b)
that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of
Section 12.03. Subject to Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled
to the benefits of Section 5.01, and Section 5.02 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 12.08 as though it were a Lender, provided that such Participant agrees
to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as an 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 Loans 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 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 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.


 


(ii)           A
Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.02 than
the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would
be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 5.02 unless such Participant
agrees, for the benefit of the Borrower, to comply with Section 5.02(g) as though it were a Lender (it being understood
the documentation required under Section 5.02(g) shall be provided only to the selling Lender).


 


(d)           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 or a central bank,
and this Section 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or Assignee for such Lender as a party hereto.


 


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(e)           Notwithstanding
any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of any Lender
or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and
the other Loan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky”
laws of any state.


 


Section 12.05        
Survival; Revival; Reinstatement.



 


(a)           All
covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and
the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that
the Administrative Agent, any other Agent or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any other Secured Obligations are outstanding and so long as the Commitments have not expired or been terminated. The provisions
of Section 5.01, Section 5.02 and Section 12.03 and Article XI shall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans
and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.


 


(b)           To
the extent that any payments on the Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to
be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person
under any bankruptcy law, common law or equitable cause, then to such extent, the Secured Obligations shall be revived and continue
as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security
interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In
such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause each other Loan Party
to, take such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.


 


Section 12.06       
Counterparts; Integration;
Effectiveness. 


 


(a)           This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract.


 


(b)           This
Agreement, the other Loan Documents, the Restructuring Support Agreement and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and
thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof
and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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(c)           Except
as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile
or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section 12.07       
Severability. Any provision
of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


 


Section 12.08        
Right of Setoff. If
an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, 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 (of whatsoever kind, including obligations under
Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any other
Loan Party against any of and all the obligations of the Borrower or any other Loan Party owed to such Lender now or hereafter
existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under
this Section 12.08 are
in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.


 


Section 12.09       
GOVERNING LAW; JURISDICTION;
CONSENT TO SERVICE OF PROCESS.


 


(a)           THIS
AGREEMENT AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)           EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY: SUBMITS (AND PARENT AND THE BORROWER SHALL CAUSE EACH GROUP MEMBER TO SUBMIT)
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY
COURT, OR IF THE BANKRUPTCY COURT DOES NOT HAVE JURISDICTION DISTRICT COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS FROM ANY THEREOF; PROVIDED THAT NOTHING CONTAINED HEREIN
OR IN ANY OTHER LOAN DOCUMENT WILL PREVENT ANY PARTY FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY
RIGHT UNDER THE LOAN DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN BE ESTABLISHED. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.


 


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(c)           EACH
PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01
OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE
TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY
IN ANY OTHER JURISDICTION.


 


(d)           EACH
PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES,
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO
NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 12.09.


 


Section 12.10       
Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement
and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 12.11       
Confidentiality. Each
of the Administrative Agent and the Lenders (severally and not jointly) agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and required to keep such Information confidential), (b)
to the extent requested by the Bankruptcy Court or any regulatory authority having authority over the Administrative Agent or
any Lender, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any
other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement
of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11,
to (i) any Assignee of or Participant in, or any prospective Assignee of or Participant in, any of its rights or obligations under
this Agreement (provided that such Person agrees to be bound by the provisions of this Section 12.11)
or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations
(provided that such Person agrees to be bound by the provisions of this Section 12.11),
(g) on a confidential basis to the CUSIP Service Bureau, IHSMarkit or any similar agency in connection with the issuance and monitoring
of CUSIP numbers with respect to this Agreement or the Loans, or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section 12.11 or (ii) becomes available
to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of
this Section 12.11, “Information” means all information received
from Parent, the Borrower or any Subsidiary relating to Parent, the Borrower or any Subsidiary and their businesses, other than
any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure
by Parent, the Borrower or a Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this
Section 12.11 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.


 


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Section 12.12       
Interest Rate Limitation.
It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly,
if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of
the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to such
Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary
in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows:
(a) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken,
reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the
Loans or Notes shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be
canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Secured Obligations
(or, to the extent that the principal amount of the Secured Obligations shall have been or would thereby be paid in full, refunded
by such Lender to the Borrower); and (b) in the event that the maturity of the Loans or Notes is accelerated by reason of an 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 under law applicable to any Lender may never include more
than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise
shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited by such Lender on the principal amount of the Debt (or, to the extent that the principal amount of the Debt shall
have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any
Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender,
be amortized, prorated, allocated and spread throughout the stated term of the Loans until payment in full so that the rate or
amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at
any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful
Rate applicable to such Lender pursuant to this Section 12.12 and
(ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be
less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the
amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed
at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the
total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without
giving effect to this Section 12.12. 


 


Section 12.13       
Case Milestone Extension
Annex. Upon the occurrence of a Case Milestone Extension, the Administrative Agent (acting on behalf of the Required Lenders)
shall deliver a completed version of Annex III hereto to the Borrower. Upon delivery to the Borrower (which may be by electronic
mail), the completed Annex shall be attached hereto and shall replace the previous Annex III. 


 


Section 12.14       
No Third Party Beneficiaries.
This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans hereunder are solely for the benefit
of the Borrower, and no other Person (including any other Loan Party of the Borrower, any obligor, contractor, subcontractor,
supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against
the Administrative Agent or any Lender for any reason whatsoever. There are no third party beneficiaries.


 


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Section 12.15       
EXCULPATION PROVISIONS.
EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES
THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT
READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT;
THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN
ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY
FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY
PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION
OR THAT THE PROVISION IS NOT “CONSPICUOUS.”


 


Section 12.16       
USA Patriot Act Notice.
Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the Patriot Act.


 


Section 12.17       
Flood Insurance Provisions.
Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined
in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation)
included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered
by this Agreement or any other Loan Document. As used herein, “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, (d) the Flood Insurance Reform Act
of 2004 and (e) the Biggert-Waters Flood Reform Act of 2012, and any regulations promulgated thereunder.


 


Section 12.18        
Releases.


 


(a)           Release
Upon Payment in Full. Upon (i) the irrevocable and indefeasible payment in full in cash of all principal, interest (including
interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in
such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under the Agreement and (ii) the payment
in full in cash or posting of cash collateral in respect of all other obligations or amounts that are outstanding under the Agreement
(other than indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim),
(the satisfaction of each of the foregoing clauses (i) through (ii), “Payment in Full”) the Administrative
Agent, at the written request and expense of the Borrower, will promptly release, reassign and transfer the Collateral to the
Loan Parties.


 


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(b)           Further
Assurances. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction
permitted by the Loan Documents, such Collateral shall be automatically released from the Liens created by the Loan Documents
and the Administrative Agent, at the request and sole expense of the applicable Loan Party, shall promptly execute and deliver
to such Loan Party all releases or other documents reasonably necessary or desirable for the release of the Liens created by the
applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower, a Loan Party shall be released
from its obligations under the Loan Documents in the event that all the capital stock or other Equity Interests of such Loan Party
shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents; provided that
the Borrower shall have delivered to the Administrative Agent, at least five (5) Business Days (or such shorter period as the
Administrative Agent may agree in its sole discretion) prior to the date of the proposed release, a written request for release
identifying the relevant Loan Party and the terms of the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance
with this Agreement and the other Loan Documents.


 


Section 12.19       
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 12.20       
Conflict.
In the event of any conflict between the terms of the DIP Orders, on the one hand, and the terms of this Agreement or any other
Loan Document, on the other hand, the terms of the DIP Orders shall govern and control.


 


Section 12.21       
Intercreditor Agreement.
The Loan Parties acknowledge the existence and enforceability of the Intercreditor Agreement, and, pursuant to Section 510
of the Bankruptcy Code, the Intercreditor Agreement and any other applicable intercreditor or subordination provisions contained
in any of the Prepetition Loan Documents (i) shall remain in full force and effect, (ii) shall continue to govern the relative
priorities, rights, and remedies of the Prepetition Secured Parties, and (iii) shall not be deemed to be amended, altered, or
modified by the terms of this Agreement. The Lenders acknowledge that nothing in this Agreement shall amend or otherwise modify
the terms and enforceability of the Intercreditor Agreement, and the rights of the Revolving Lenders in relation to one another
shall at all times remain subject to the Intercreditor Agreement, in each case other than with respect to the DIP Priority Collateral,
which shall be subject to the Senior DIP Liens of the Lenders and the Term Loan Adequate Protection Liens of the Prepetition Term
Lenders as set forth in the DIP Order.


 


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Section 12.22       
Acknowledgement Regarding
Any Supported QFCs. To the extent that the
Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that
is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties
acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal
Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated
to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


(a)           In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
default rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such default rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of
the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 


Section 12.23       
Guarantee
of Payment.
Each Guarantor unconditionally and irrevocably guarantees to the Administrative Agent for the benefit of the Secured Parties,
the punctual payment of all Secured Obligations (other than with respect to the Borrower only, its own primary Secured Obligations)
under this Agreement that now or which may in the future be owing by any Loan Party (the “Guaranteed Liabilities”).
This guarantee is a guarantee of payment and not of collection only. The Administrative Agent shall not be required to exhaust
any right or remedy or take any action against the Borrower or any other Person or any collateral. The Guaranteed Liabilities
include interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction
at the rate or rates provided in the Loan Documents. Each Guarantor agrees that, as between the Guarantor and the Administrative
Agent, the Guaranteed Liabilities may be declared to be due and payable for the purposes of this guarantee notwithstanding any
stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in
the event of a declaration or attempted declaration, the Guaranteed Liabilities shall immediately become due and payable by each
Guarantor for the purposes of this guarantee.


 


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(a)          Guarantee
Absolute. Each Guarantor guarantees that the Guaranteed Liabilities shall be paid in accordance with the terms of this Agreement.
The liability of each Guarantor hereunder is absolute and unconditional irrespective of: (i) any change in the time, manner or
place of payment of, or in any other term of, all or any of the Loan Documents or the Guaranteed Liabilities, or any other amendment
or waiver of or any consent to departure from any of the terms of any Loan Document or Guaranteed Liability, including any increase
or decrease in the rate of interest thereon; (ii) any release or amendment or waiver of, or consent to departure from, any other
guarantee or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Loan Documents
or Guaranteed Liabilities; (iii) any present or future law, regulation or order of any jurisdiction (whether of right or in fact)
or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Guaranteed
Liability; (iv) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document or Guaranteed
Liability; and (v) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other
theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable
defense available to, or discharge of, the Borrower or a Guarantor (other than the defense of payment or performance).


 


(b)          Reinstatement.
This guarantee is a continuing guarantee of the payment of all Guaranteed Liabilities now or hereafter existing under this Agreement,
and shall remain in full force and effect so long as the Commitments remain in effect, or any other Secured Obligation is owing
to any Lender or the Administrative Agent.


 


(c)          Subrogation.
No Guarantor shall exercise any rights which it may acquire by way of subrogation, by any payment made under this guarantee or
otherwise, so long as the Commitments remain in effect, or other Secured Obligations are owing to any Lender or the Administrative
Agent hereunder. If any amount is paid to the Guarantor on account of subrogation rights under this guarantee at any time and
any other Secured Obligations are owed to any Lender or the Administrative Agent, the amount shall be held in trust for the benefit
of the Secured Parties and shall be promptly paid to the Administrative Agent to be credited and applied to the Guaranteed Liabilities,
whether matured or unmatured or absolute or contingent, in accordance with the terms of this Agreement. Following the Maturity
Date and if no other Secured Obligations are owed to any Lender or the Administrative Agent, if any Guarantor makes payment to
any Secured Party of all or any part of the Guaranteed Liabilities, the Administrative Agent and the Secured Parties shall, at
such Guarantor’s request, execute and deliver to such Guarantor appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Liabilities
resulting from the payment.


 


(d)          Subordination.
Without limiting the rights of the Administrative Agent and the Secured Parties under any other agreement, any liabilities owed
by the Borrower to any Guarantor in connection with any extension of credit or financial accommodation by any Guarantor to or
for the account of the Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement
of a bankruptcy or similar proceeding, are hereby subordinated to the Guaranteed Liabilities, and such liabilities of the Borrower
to such Guarantor, if the Administrative Agent so requests after the occurrence and during the continuation of a Default or Event
of Default, shall be collected, enforced and received by any Guarantor as trustee for the Administrative Agent and shall be paid
over to the Administrative Agent on account of the Guaranteed Liabilities but without reducing or affecting in any manner the
liability of the Guarantor under the other provisions of this guarantee.


 


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(e)          Payments
Generally. All payments by the Guarantors shall be made in the manner, at the place and in the currency (the “Payment
Currency”) specified for payments made under this Agreement; provided, however, that if the Payment Currency
is other than U.S. Dollars any Guarantor may, at its option (or, if for any reason whatsoever any Guarantor is unable to effect
payments in the foregoing manner, such Guarantor shall be obligated to) pay to the Administrative Agent at its principal office
the equivalent amount in U.S. Dollars computed at the selling rate of the Administrative Agent or a selling rate chosen by the
Administrative Agent, most recently in effect on or prior to the date the Guaranteed Liability becomes due, for cable transfers
of the Payment Currency to the place where the Guaranteed Liability is payable. In any case in which any Guarantor makes or is
obligated to make payment in U.S. Dollars, the Guarantor shall hold the Administrative Agent and the Secured Parties harmless
from any loss incurred by the Administrative Agent and any Secured Party arising from any change in the value of U.S. Dollars
in relation to the Payment Currency between the date the Guaranteed Liability becomes due and the date the Administrative Agent
or such Secured Party is actually able, following the conversion of the U.S. Dollars paid by such Guarantor into the Payment Currency
and remittance of such Payment Currency to the place where such Guaranteed Liability is payable, to apply such Payment Currency
to such Guaranteed Liability.


 


(f)           Setoff.
Each Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim
the Administrative Agent or any Secured Party may otherwise have, the Administrative Agent or such Secured Party shall be entitled,
at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of any
Guarantor at any office of the Administrative Agent or such Secured Party, in U.S. Dollars or in any other currency, against any
amount payable by such Guarantor under this guarantee which is not paid when due (regardless of whether such balances are then
due to such Guarantor), in which case it shall promptly notify such Guarantor thereof; provided that the failure of the
Administrative Agent or such Secured Party to give such notice shall not affect the validity thereof.


 


(g)          Formalities.
Each Guarantor waives presentment, notice of dishonor, protest, notice of acceptance of this guarantee or incurrence of any Guaranteed
Liability and any other formality with respect to any of the Guaranteed Liabilities or this guarantee.


 


(h)          Survival.
The agreements and other provisions in this Section 12.23 shall survive, and remain in full force and effect regardless
of, the resignation or removal of the Administrative Agent or the Administrative Agent or the replacement of any Lender.


 


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IN
WITNESS WHEREOF, the Parent, the Borrower, the Guarantors, the Administrative Agent and the Lenders have executed this Agreement
as of the date first above written.


 


	PARENT
    AND GUARANTOR:	SUNDANCE
    ENERGY INC.
	 	 
	 	 
	 	By:	/s/
    Eric P. McCrady






	 	Name:
    	Eric
    P. McCrady
	 	Title:
      	President
    and Chief Executive Officer


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	BORROWER:	SUNDANCE
    ENERGY, INC.
	 	 
	 	 
	 	By:
    	/s/
    Eric P. McCrady






	 	Name:
    	Eric
    P. McCrady
	 	Title:
      	President
    and Chief Executive Officer


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	GUARANTOR:	ARMADILLO
    E&P, INC.
	 	 
	 	 
	 	By:	/s/
    Eric P. McCrady






	 	Name:
    	Eric
    P. McCrady
	 	Title:
      	President
    and Chief Executive Officer


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	GUARANTOR:	SEA
    EAGLE FORD, LLC
	 	 	 
	 	 	 
	 	By:
    	/s/
    Eric P. McCrady






	 	Name:
    	Eric
    P. McCrady
	 	Title:
      	President
    and Chief Executive Officer


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	ADMINISTRATIVE
    AGENT, SOLE LEAD ARRANGER AND SOLE BOOK RUNNER:	MORGAN
    STANLEY CAPITAL ADMINISTRATORS INC.
	 	 
	 	 
	 	By:	/s/
    David Lazarus






	 	Name:
    	David
    Lazarus
	 	Title:
      	President


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 



 


	LENDER:	AG
    ENERGY FUNDING, LLC
	 	 
	 	By: 
    	/s/
    Todd Dittmann
	 	Name:
    Todd Dittmann
	 	Title:
      Authorized Person


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 


	LENDER:	APOLLO
    ATLAS MASTER FUND, LLC
	 	 
	 	By:
    Apollo Atlas Management, LLC, its investment manager
	 	 
	 	By:
    	/s/
    Joseph D. Glatt
	 	Name:
    Joseph D. Glatt
	 	Title:
      Vice President


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 


	LENDER:	APOLLO
    KINGS ALLEY CREDIT FUND LP
	 	 
	 	By:
    Apollo Kings Alley Credit Fund Management, LLC, its investment manager
	 	 
	 	 
	 	By:
    	/s/
    Laurie Medley
	 	Name:
    Laurie Medley
	 	Title:
      Vice President


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 


	LENDER:	APOLLO
    MOULTRIE CREDIT FUND L.P.
	 	 
	 	By:
    Apollo Moultrie Credit Fund Management, LLC, its investment manager
	 	 
	 	By:
    	/s/
    Joseph D. Glatt
	 	Name:
    Joseph D. Glatt
	 	Title:
      Vice President


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 


	LENDER:	APOLLO
    TACTICAL VALUE SPN INVESTMENTS, L.P.
	 	 
	 	By:
    Apollo Tactical Value SPN Management, LLC, its investment manager
	 	 
	 	 
	 	By:
    	/s/
    Joseph D. Glatt
	 	Name:
    Joseph D. Glatt
	 	Title:
      Vice President


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 


	LENDER:	APOLLO
    TOWER CREDIT FUND, L.P.
	 	 
	 	By:
    Apollo Tower Credit Management, LLC, its investment manager
	 	 
	 	 
	 	By:
    	/s/
    Laurie Medley
	 	Name:
    Laurie Medley
	 	Title:
      Vice President


 


Signature
Page to DIP Credit Agreement


 






    


     


    

 



 


	LENDER:	APOLLO
    TR ENHANCED LEVERED YIELD LLC
	 	By:
    Apollo TR Enhanced Management LLC, its manager



 


	 	By:	/s/
    Joseph D. Glatt
	 	Name:	Joseph
    D. Glatt
	 	Title:	Vice
    President



 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	LENDER:	APOLLO
    TR OPPORTUNISTIC LTD.
	 	By:
                                         Apollo Total Return Management, LLC, its investment manager

                                  

                                 And
                                 by: Apollo Total Return Enhanced Management, LLC, its investment manager




 









	 	By:	/s/
    Joseph D. Glatt
	 	Name:	Joseph
    D. Glatt
	 	Title:	Vice
    President



 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	LENDER:	APOLLO
    UNION STREET PARTNERS, L.P.

    By: Apollo Union Street Management, LLC, its investment manager



 






	 	By:	/s/
    Laurie Medley
	 	Name:	Laurie
    Medley
	 	Title:	Vice
    President



 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	LENDER:	MPI
    (LONDON) LIMITED

    By: Apollo TRF MP Management LLC, its investment manager



 


		By:	/s/
                                         Joseph D. Glatt







	 	Name:	Joseph
    D. Glatt
	 	Title:	Vice
    President


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	LENDER:	TRANQUILIDADE
                                         DIVERSIFIED INCOME ICAV, an Umbrella Irish
	 	Collective
                                         Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect
                                         of its Sub-Fund, Tranquilidade Multi-Credit Strategy Fund
	 	 
	 	By:
                                         Apollo Management International LLP, its portfolio manager, solely in its capacity as
                                         Portfolio Manager and not in its individual corporate capacity
	 	 
	 	By:
                                         AMI (Holdings), LLC its member




 


	 	By:	/s/
    Joseph D. Glatt






	 	Name:	Joseph
    D. Glatt
	 	Title:	Vice
    President


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 



 


	LENDER:	ARES
    CAPITAL CORPORATION
	 	 
	 	By:
    	 /s/
    Ian Fitzgerald
	 	Name:
    Ian Fitzgerald
	 	Title:
      Authorized Signatory


 


Signature
Page to DIP Credit Agreement


 






     


     


    

 


	LENDER:	ARES
    DIRECT FINANCE I LP
	 	 
	 	By:
    	 /s/
    Ian Fitzgerald
	 	Name:
    Ian Fitzgerald
	 	Title:
      Authorized Signatory


 


Signature
Page to DIP Credit Agreement


 



     


     


    




 


	LENDER:	CION
    ARES DIVERSIFIED CREDIT FUND
	 	 
	 	By:	/s/
    Ian Fitzgerald
	 	Name:
    Ian Fitzgerald
	 	Title:
      Authorized Signatory


 


Signature
Page to DIP Credit Agreement


 



     


     


    




 


	LENDER:	DIVERSIFIED
    LOAN FUND-PRIVATE DEBT A S.A R.L.
	 	 
	 	By:
    	/s/
    Ian Fitzgerald
	 	Name:
    Ian Fitzgerald
	 	Title:
      Authorized Signatory


 


Signature
Page to DIP Credit Agreement


 



     


     


    




 


	LENDER:	ARES
    CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTEREST OF THE SALI MULTI-SERIES 
	 	 
	 	By:
    	/s/
    Ian Fitzgerald
	 	Name:
    Ian Fitzgerald
	 	Title:
      Authorized Signatory


 


Signature
Page to DIP Credit Agreement


 



     


     


    




 


	LENDER:	MORGAN
    STANLEY CAPITAL GROUP INC.
	 	 
	 	By:
    	/s/
    Parker Corbin
	 	Name:
    Parker Corbin
	 	Title:
      Chairman, President, CEO


 


Signature
Page to DIP Credit Agreement


 



     


     


    






 





 


ANNEX
I

LIST OF COMMITMENTS


 







    


     


    


ANNEX
II1

MILESTONES


 


		a.	The
                                         Company shall have commenced solicitation of votes to accept or reject the Plan from
                                         the RBL Lenders and the Term Lenders by the Solicitation Commencement Date.



 


		b.	On
                                         or prior to the Petition Date, the Exit Debt Commitment Letter and the Equity Commitment
                                         Letter shall have been executed and delivered by, in each case, all parties thereto.



 


		c.	Within
                                         two (2) Business Days of the Solicitation Commencement Date, the Petition Date shall
                                         have occurred.



 


		d.	No
                                         later than one (1) calendar day after the Petition Date, the Company shall have filed
                                         with the Bankruptcy Court (1) a motion seeking entry of the Financing Orders, (2) the
                                         Plan and Disclosure Statement, and (3) the Confirmation Motion.



 


		e.	No
                                         later than three (3) Business Days after the Petition Date, the Bankruptcy Court shall
                                         have entered (1) the Interim Financing Order and (2) an order scheduling the combined
                                         hearing and granting conditional approval of the Disclosure Statement.



 


		f.	No
                                         later than forty-five (45) calendar days after the Petition Date, the Bankruptcy Court
                                         shall have entered the Final Financing Order.



 


		g.	No
                                         later than forty-five (45) calendar days after the Petition Date, the Bankruptcy Court
                                         shall have entered the Combined Disclosure Statement and Confirmation Order.



 


		h.	No
                                         later than fourteen (14) calendar days after the date of entry of the Combined Disclosure
                                         Statement and Confirmation Order, the Plan Effective Date shall have occurred.



 


Milestone
(g) above shall be extended by up to thirty-five (35) days (but in no event beyond the Maturity Date), upon the exercise of the
Required Lenders’ rights under the Restructuring Support Agreement to a Case Milestone Extension. Any other Milestone extension
shall require the consent of the Required Lenders (and pursuant to the Financing Orders, the Revolving Agent) (but in no event
shall any Milestone be extended beyond the Maturity Date). Pursuant to the DIP Orders, an agreement by the Revolving Agent to
extend a Milestone by more than three (3) Business Days shall require the consent of the Super-Majority RBL Lenders. Notwithstanding
the foregoing, any Milestone that is extended under the Restructuring Support Agreement shall be deemed extended under the DIP
Facility and Financing Orders.


 





 






		1	Capitalized
                                         terms used but not defined in this Annex I shall have the meanings ascribed to such terms
                                         in the Restructuring Support Agreement.




    


     


    





ANNEX
III

CASE MILESTONE EXTENSION DOCUMENT


 


EXTENDED
MILESTONES


 


Upon
the occurrence of a Case Milestone Extension, the following milestone shall be deemed the Milestone “(g)” for all
purposes under this Agreement:


 


		1.	No
                                         later than [____] calendar days after the Petition Date, the Bankruptcy Court shall have
                                         entered the Confirmation Order; and



 


CASE
EXTENSION AVAILABILITY AMOUNT


 


Upon
the occurrence of a Case Milestone Extension, the following shall be deemed the Case Extension Availability Amount for all purposes
under this Agreement:


 


$[_________________]
dollars.




    


     


    





 


Final
Form


 


EXHIBIT
A


 


FORM
OF NOTE


 


	 	[      
    ], 20[ ]




 


FOR
VALUE RECEIVED, SUNDANCE ENERGY, INC., a Colorado corporation, (the “Borrower”), hereby promises to pay to
[●] (the “Lender”), at the principal office of Morgan Stanley Capital Administrators Inc. (the “Administrative
Agent”), the principal sum equal to the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower
under the Credit Agreement (as hereinafter defined), in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such
Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.


 


The
date, amount, interest rate and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of
the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be recorded by
the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure
to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations
in respect of such Loans or affect the validity of such transfer by the Lender of this Note.


 


This
Note is one of the Notes referred to in the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 among
the Parent, a debtor and debtor-in-possession in the Cases, the Borrower, a debtor and debtor-in-possession in the Cases, the
Guarantors, each of which is a debtor and debtor-in-possession in the Cases, the Administrative Agent and the lenders signatory
thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Junior Secured Debtor-in-Possession Credit
Agreement, as the same may be amended, restated, amended and restated, modified, or otherwise supplemented from time to time,
the “Credit Agreement”). Capitalized terms used but not defined in this Note have the respective meanings assigned
to them in the Credit Agreement.


 


This
Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the
benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration
of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified
therein and other provisions relevant to this Note.


 


If
this Note is placed into the hands of an attorney for collection after default, or if all or any part of the indebtedness represented
hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other court
proceedings, the Borrower agrees to pay all fees and expenses to the holder hereof as and to the extent required by the Credit
Agreement in addition to the principal and interest payable hereunder.


 


[Signature
page follows.]


 






    EXHIBIT A 


     


    

 


THIS
NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


	 	SUNDANCE
    ENERGY, INC.




 


		By:	 
	 	Name:	 
	 	Title:	 



 






    EXHIBIT A


     


    

 


EXHIBIT
B-1


 


FORM
OF BORROWING REQUEST


 


[
                 ], 20[ ]


 


Sundance
Energy, Inc., a Colorado corporation, (the “Borrower”), pursuant to Section 2.03 of the Junior Secured Debtor-in-Possession
Credit Agreement dated as of March 11, 2021 (together with all amendments, restatements, amendments and restatements, supplements
or other modifications thereto, the “Credit Agreement”) among the Parent, a debtor and debtor-in-possession
in the Cases, the Borrower, a debtor and debtor-in-possession in the Cases, the Guarantors, each of which is a debtor and debtor-in-possession
in the Cases, the Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto
(unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing
as follows:


 


(1)              
Aggregate amount of the requested Borrowing is
$[           ];


 


(2)              
Date of such Borrowing is [               
], 20[ ];1 and


 


(3)              
Location and number of the Borrower’s account
to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(d) and 2.04 of the Credit Agreement,
is as follows:


 


[                                    ]


 


[                                    ]


 


[                                    ]


 


[                                    ]


 


[                                    ]


 










 



1
       The date of the Borrowing shall be a Business Day.


 






    EXHIBIT B-1


     


    

 


The
undersigned certifies that he/she is the [insert title of authorized officer] of the Borrower, and that as such he/she
is authorized to execute this request on behalf of the Borrower. The undersigned further certifies, represents and warrants on
behalf of the Borrower, in the capacity described above and not in his or her individual capacity, that the Borrower is entitled
to receive the requested Borrowing under the terms and conditions of the Credit Agreement.


 


	 	SUNDANCE
    ENERGY, INC.




 


		By:	 
	 	Name:	 
	 	Title:	 


 






    EXHIBIT B-1


     


    



 


EXHIBIT
B-2


 


FORM
OF DIP PROCEEDS WITHDRAWAL CERTIFICATE


 


[          
      ], 20[ ]


 


Sundance
Energy, Inc., a Colorado corporation, (the “Borrower”), pursuant to Section 9.23 of the Junior Secured Debtor-in-Possession
Credit Agreement dated as of March 11, 2021 (together with all amendments, restatements, amendments and restatements, supplements
or other modifications thereto, the “Credit Agreement”) among the Parent, a debtor and debtor-in-possession
in the Cases, the Borrower, a debtor and debtor-in-possession in the Cases, the Guarantors, each of which is a debtor and debtor-in-possession
in the Cases, the Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto
(unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a withdrawal
from the DIP Proceeds Account as follows:


 


(1)              
Aggregate amount of the requested DIP Proceeds Account withdrawal is $[               ];


 


(2)              
Date of such DIP Proceeds Account withdrawal
is [                ], 20[ ];2
and


 


(3)              
Location and number of the account to which funds
are to be disbursed, is as follows:


 


[                                    ]


 


[                                    ]


 


[                                    ]


 


[                                    ]


 


[                                    ]


 


(4)              
The use of proceeds from the withdrawal requested
hereby are necessary (after giving effect to any anticipated receipts and all available Cash Collateral) to fund anticipated disbursements
for the eighteen (18) day period following such withdrawal, in accordance with the Budget (subject to Permitted Variances). 
Attached hereto is reasonably detailed information documenting the need for such anticipated disbursements.


 















 



2       The
date of the Borrowing shall be a Business Day.


 






    EXHIBIT B-2


     


    

 


The
undersigned certifies that he/she is the [insert title of authorized officer] of the Borrower, and that as such he/she
is authorized to execute this request on behalf of the Borrower. The undersigned further certifies, represents and warrants on
behalf of the Borrower, in the capacity described above and not in his or her individual capacity, that the Borrower is entitled
to receive the requested DIP Proceeds Account withdrawal under the terms and conditions of the Credit Agreement.


 


	 	SUNDANCE
    ENERGY, INC.




 


		By:	 
	 	Name:	 
	 	Title:	 


 






    EXHIBIT B-2


     


    

 


EXHIBIT
C


 


FORM
OF

COMPLIANCE CERTIFICATE


 


[_____________],
20[_]3


 


The
undersigned hereby certifies that he/she is the [insert title of Financial Officer] of Sundance Energy Inc., a Delaware
corporation (the “Parent”), and that as such he/she is authorized to execute this certificate on behalf of
the Parent. With reference to the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 (together with
all amendments, restatements, amendments and restatements, supplements or other modifications thereto being the “Agreement”)
among the Parent, a debtor and debtor-in-possession in the Cases, Sundance Energy, Inc., a Colorado corporation and a debtor and
debtor-in-possession in the Cases (the “Borrower”), the Guarantors, each of which is a debtor and debtor-in-possession
in the Cases, Morgan Stanley Capital Administrators Inc., as Administrative Agent, and the lenders (the “Lenders”)
which are or become a party thereto, the undersigned certifies on behalf of the Parent, and not in his or her individual capacity,
as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):


 


1                    
There exists no Default or Event of Default [or
specify Default and describe].


 


2                   
Attached hereto are the reasonably detailed computations
necessary to determine whether the Parent and the Borrower is in compliance with Section 9.01 of the Agreement as of the most
recent Testing Period.


 


3.                There
have been no changes in GAAP or in the application thereof since the date of the most recently delivered financial statements
referred to in Section 8.01(a) and (b) [other than as described below:].


 


EXECUTED
AND DELIVERED as of the date first written above.


 


	 	SUNDANCE
    ENERGY INC.




 


		By:	 
	 	Name:	 
	 	Title:	 


 










 



3
With respect to the quarterly financials for the fiscal quarter of Parent ending June 30, 2021, a Compliance Certificate
shall (I) be required to be delivered on or before October 30, 2021 and (II) not be required to contain any calculations demonstrating
compliance with Section 9.01 for such fiscal quarter.


 






    EXHIBIT C


     


    

 


EXHIBIT
D


 


FORM
OF ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below
and is entered into by and between [the][each]4 Assignor identified in item 1 below ([the][each, an] “Assignor”)
and [the][each] 5 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is
understood and agreed that the rights and obligations of [the Assignors][the Assignees]6hereunder are several and not
joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (together with all amendments, restatements, amendments and restatements, supplements or other modifications
thereto, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees],
and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and
in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below, and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by [the][any] Assignor.


 










 



4
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


 


5
For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


6
Select as appropriate.


 


7
Include bracketed language if there are either multiple Assignors or multiple Assignees.


 






    EXHIBIT D


     


    

 


	1	Assignor:	 	 



 


	2	Assignee:		 



 


	 	[and
    is an [Affiliate][Approved Fund] of [identify Lender]8 ]




 


	3	Borrower:	Sundance
                                         Energy, Inc.



 


	4	Administrative
                                         Agent:	Morgan
                                         Stanley Capital Administrators Inc., as the administrative agent under the Credit Agreement



 


	5	Credit
                                         Agreement:	The
                                         Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 among
                                         Sundance Energy Inc., Sundance Energy, Inc., the Guarantors, the Lenders party thereto,
                                         and Morgan Stanley Capital Administrators Inc., as Administrative Agent



 


	6	Assigned
                                         Interest:	 



 


	Commitment
    / Loan 9	 	Assignor[s]10	 	Assignee[s]11	 	Aggregate

    Amount of
 Commitment/Loans for

    all

    Lenders	 	Amount
    of
 Commitment/Loans
 Assigned	 	Percentage

    Assigned 
 of Commitment/
 Loans12	 	 	CUSIP
    Number
	 	 	 	 	 	 	$	 	$	 		%	 	 
	 	 	 	 	 	 	$	 	$	 		%	 	 
	 	 	 	 	 	 	$	 	$	 		%	 	 



 










 



8
Select as applicable.


 


9
To list either Initial Commitments / Loans, Plan Effective Date Commitments / Loans or Case Extension Commitments / Loans.


 


10
List each Assignor, as appropriate.


 


11
List each Assignee, as appropriate.


 


12
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 






    EXHIBIT D


     


    

 


Effective
Date:       _____________ ___, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The
terms set forth in this Assignment and Assumption are hereby agreed to:


 


	 	ASSIGNOR




 


	 	[NAME
    OF ASSIGNOR]




 


	 	By:	




	 	    Name:
	 	    Title:




 


	 	ASSIGNEE




 


	 	[NAME
    OF ASSIGNEE]




 


	 	By:	




	 	    Name:
	 	    Title:




 






    EXHIBIT D


     


    

 


[Consented
to and]13 Accepted:


 


Morgan
Stanley Capital Administrators Inc.,


as
Administrative Agent


 


	By		 




	   Name:	 
	   Title:	 




 


[Consented
to:]14


 


Sundance
Energy, Inc.,


as
Borrower


 


	By		 




	   Name:	 
	   Title:	 




 










 



13
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


14
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.


 






    EXHIBIT D


     


    

 


ANNEX
1


 


STANDARD
TERMS AND CONDITIONS FOR


ASSIGNMENT
AND ASSUMPTION


 


1.
Representations and Warranties.


 


1.1
Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of
[the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other
adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents
or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any
other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.
Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.04
of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions
to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy
of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.


 


2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each]
Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts
that have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts that have accrued from and
after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or
other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 


3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 






    EXHIBIT D


     


    

 


EXHIBIT
E-1


 


Form
of U.S. Tax Compliance Certificate


 


(For
Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Parent, a debtor and debtor-in-possession
in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower, the Guarantors, each of which
is a debtor and debtor-in-possession in the Cases, Morgan Stanley Capital Administrators Inc., as Administrative Agent, and each
lender from time to time party thereto.


 


Pursuant
to the provisions of Section 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent
shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled
foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this
certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


[NAME
OF LENDER]



 


	By: 	 	 
	 	Name:	 
	 	Title:	 






	Date: ________ __, 20[ ]	 



 






    EXHIBIT E-1


     


    

 


EXHIBIT
E-2


 


Form
of U.S. Tax Compliance Certificate


 


(For
Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Parent, a debtor and debtor-in-possession
in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower, the Guarantors, each of which
is a debtor and debtor-in-possession in the Cases, Morgan Stanley Capital Administrators Inc., as Administrative Agent, and each
lender from time to time party thereto.


 


Pursuant
to the provisions of Section 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate
changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


[NAME
OF PARTICIPANT]


 





	 By: 	 	 
	 	Name:	 
	 	Title:	 


Date:
________ __, 20[ ]


 






    EXHIBIT E-2


     


    

 


EXHIBIT
E-3


 


Form
of U.S. Tax Compliance Certificate


 


(For
Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Parent, a debtor and debtor-in-possession
in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower, the Guarantors, each of which
is a debtor and debtor-in-possession in the Cases, Morgan Stanley Capital Administrators Inc., as Administrative Agent, and each
lender from time to time party thereto.


 


Pursuant
to the provisions of Section 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


[NAME
OF PARTICIPANT]


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


Date:
________ __, 20[ ]


 






    EXHIBIT E-3


     


    

 


EXHIBIT
E-4


 


Form
of U.S. Tax Compliance Certificate


 


(For
Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of March 11, 2021 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Parent, a debtor and debtor-in-possession
in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower, the Guarantors, each of which
is a debtor and debtor-in-possession in the Cases, Morgan Stanley Capital Administrators Inc., as Administrative Agent, and each
lender from time to time party thereto.


 


Pursuant
to the provisions of Section 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its
direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related
to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E
or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


[Remainder
of page intentionally left blank.]


 






    EXHIBIT E-4


     


    

 


[NAME
OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


Date:
________ __, 201[ ]


 






    EXHIBIT E-4


     


    


 


 


EXHIBIT
F

INTERIM ORDER


 


[Attached]


 






    EXHIBIT F