Exhibit 10.2


 


Execution Version


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of April 9, 2019


 


among


 


RING ENERGY INC.


as Borrower


 


THE LENDERS FROM TIME TO TIME PARTY HERETO


 


and


 


SUNTRUST BANK 


as Administrative Agent


 


COMPASS
BANK and IBERIABANK,


as Co-Syndication Agents


 


BANK
OF MONTREAL, CAPITAL ONE, NATIONAL ASSOCIATION,


CANADIAN
IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH and 


KEYBANK
NATIONAL ASSOCIATION,


as Co-Documentation Agents








	 	 







 


SUNTRUST ROBINSON HUMPHREY, INC.


Sole Lead Arranger and Sole Bookrunner


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS; CONSTRUCTION	1
	Section 1.1.	Definitions	1
	Section 1.2.	Classifications of Loans and Borrowings	27
	Section 1.3.	Accounting Terms and Determination	27
	Section 1.4.	Terms Generally	28
	Section 1.5.	Time of Day	28
	Section 1.6.	Divisions	28
	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS	28
	Section 2.1.	General Description of Facility; Existing Loans	28
	Section 2.2.	Loans	29
	Section 2.3.	Procedure for Borrowings	30
	Section 2.4.	Borrowing Base.	30
	Section 2.5.	Funding of Borrowings.	32
	Section 2.6.	Interest Elections.	33
	Section 2.7.	Optional Reduction and Termination of Commitments.	33
	Section 2.8.	Repayment of Loans	34
	Section 2.9.	Evidence of Indebtedness.	35
	Section 2.10.	Optional Prepayments	35
	Section 2.11.	Mandatory Prepayments.	36
	Section 2.12.	Interest on Loans.	36
	Section 2.13.	Fees.	37
	Section 2.14.	Computation of Interest and Fees	38
	Section 2.15.	Inability to Determine Interest Rates	38
	Section 2.16.	Illegality	39
	Section 2.17.	Increased Costs.	39
	Section 2.18.	Funding Indemnity	40
	Section 2.19.	Taxes.	41
	Section 2.20.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs.	44
	Section 2.21.	Letters of Credit.	46
	Section 2.22.	Mitigation of Obligations	49
	Section 2.23.	Replacement of Lenders	50
	Section 2.24.	Defaulting Lenders.	50
	 	 	 
	ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	53
	Section 3.1.	Conditions to Effectiveness	53
	Section 3.2.	Conditions to Each Credit Event	57
	Section 3.3.	Delivery of Documents	57
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	57
	Section 4.1.	Existence; Power	57
	Section 4.2.	Organizational Power; Authorization	58
	Section 4.3.	Governmental Approvals; No Conflicts	58
	Section 4.4.	Financial Statements	58
	Section 4.5.	Litigation and Environmental Matters.	58
	Section 4.6.	Compliance with Laws and Agreements	59
	Section 4.7.	Investment Company Act	60


 




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	Section 4.8.	Taxes	60
	Section 4.9.	Margin Regulations	60
	Section 4.10.	ERISA	61
	Section 4.11.	Ownership of Property; Insurance.	61
	Section 4.12.	Disclosure	62
	Section 4.13.	Labor Relations	62
	Section 4.14.	Subsidiaries	63
	Section 4.15.	Solvency	63
	Section 4.16.	Deposit and Disbursement Accounts	63
	Section 4.17.	Collateral Documents.	63
	Section 4.18.	Restriction on Liens	63
	Section 4.19.	Material Agreements	64
	Section 4.20.	Sanctions and Anti-Corruption Laws	64
	Section 4.21.	Patriot Act	64
	Section 4.22.	Gas Imbalances; Prepayments	64
	Section 4.23.	Marketing of Production	64
	Section 4.24.	Hedging Transactions and Qualified ECP Guarantor	65
	Section 4.25.	Stanford	65
	Section 4.26.	EEA Financial Institution	65
	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	65
	Section 5.1.	Financial Statements and Other Information	65
	Section 5.2.	Notices of Material Events	66
	Section 5.3.	Existence; Conduct of Business	68
	Section 5.4.	Compliance with Laws	68
	Section 5.5.	Payment of Obligations	68
	Section 5.6.	Books and Records	68
	Section 5.7.	Visitation and Inspection	68
	Section 5.8.	Maintenance of Properties; Insurance	68
	Section 5.9.	Use of Proceeds; Margin Regulations	69
	Section 5.10.	Casualty and Condemnation	69
	Section 5.11.	Cash Management	70
	Section 5.12.	Additional Subsidiaries and Collateral.	70
	Section 5.13.	Reserve Reports.	71
	Section 5.14.	Title Information.	72
	Section 5.15.	Additional Mortgaged Property	73
	Section 5.16.	Further Assurances	73
	Section 5.17.	Environmental Matters.	73
	Section 5.18.	Commodity Exchange Act Keepwell Provisions	74
	Section 5.19.	Post-Closing Deliverable	74
	 	 	 
	ARTICLE VI FINANCIAL COVENANTS	74
	Section 6.1.	Leverage Ratio	75
	Section 6.2.	Current Ratio	75
	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	75
	Section 7.1.	Indebtedness and Preferred Equity	75
	Section 7.2.	Liens	76
	Section 7.3.	Fundamental Changes.	76
	Section 7.4.	Investments, Loans	77
	Section 7.5.	Restricted Payments	77


 




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	Section 7.6.	Sale of Properties; Termination of Hedging Transactions	78
	Section 7.7.	Transactions with Affiliates	78
	Section 7.8.	Restrictive Agreements	79
	Section 7.9.	Sale and Leaseback Transactions	79
	Section 7.10.	Hedging Transactions.	79
	Section 7.11.	Amendment to Material Documents	80
	Section 7.12.	Sale or Discount of Receivables	80
	Section 7.13.	Accounting Changes	80
	Section 7.14.	Lease Obligations	80
	Section 7.15.	Sanctions and Anti-Corruption Laws	80
	Section 7.16.	Gas Imbalances, Take-or-Pay or Other Prepayments	81
	Section 7.17.	Marketing Activities	81
	Section 7.18.	Non-Qualified ECP Guarantors	81
	Section 7.19.	Environmental Matters	81
	Section 7.20.	Stanford	81
	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT	81
	Section 8.1.	Events of Default	81
	Section 8.2.	Application of Proceeds from Collateral	84
	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	85
	Section 9.1.	Appointment of the Administrative Agent.	85
	Section 9.2.	Nature of Duties of the Administrative Agent	86
	Section 9.3.	Lack of Reliance on the Administrative Agent	87
	Section 9.4.	Certain Rights of the Administrative Agent	87
	Section 9.5.	Reliance by the Administrative Agent	87
	Section 9.6.	The Administrative Agent in its Individual Capacity	87
	Section 9.7.	Successor Administrative Agent.	87
	Section 9.8.	Withholding Tax	88
	Section 9.9.	The Administrative Agent May File Proofs of Claim.	88
	Section 9.10.	Authorization to Execute Other Loan Documents	89
	Section 9.11.	Collateral and Guaranty Matters	89
	Section 9.12.	Right to Realize on Collateral and Enforce Guarantee	90
	Section 9.13.	Secured Bank Product Obligations and Hedging Obligations	90
	 	 	 
	ARTICLE X MISCELLANEOUS	90
	Section 10.1.	Notices.	90
	Section 10.2.	Waiver; Amendments.	93
	Section 10.3.	Expenses; Indemnification.	95
	Section 10.4.	Successors and Assigns.	97
	Section 10.5.	Governing Law; Jurisdiction; Consent to Service of Process.	100
	Section 10.6.	WAIVER OF JURY TRIAL	101
	Section 10.7.	Right of Set-off	101
	Section 10.8.	Counterparts; Integration	101
	Section 10.9.	Survival	102
	Section 10.10.	Severability	102
	Section 10.11.	Confidentiality	102
	Section 10.12.	Interest Rate Limitation	103
	Section 10.13.	Waiver of Effect of Corporate Seal	103
	Section 10.14.	Patriot Act	103
	Section 10.15.	No Advisory or Fiduciary Responsibility	103


 




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	Section 10.16.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	104
	Section 10.17.	Certain ERISA Matters.	104
	Section 10.18.	Existing Credit Agreement	105


 




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Schedules


 


	Schedule I	-	Applicable Margin and Applicable Percentage
	Schedule II	 	Maximum Loan Amounts
	 	 	 
	Schedule 4.5	-	Environmental Matters
	Schedule 4.14	-	Subsidiaries
	Schedule 4.16	-	Deposit and Disbursement Accounts
	Schedule 4.19	-	Material Agreements
	Schedule 4.22	-	Gas Imbalances; Prepayments
	Schedule 4.23	-	Marketing of Production
	Schedule 4.24	-	Hedging Transactions
	Schedule 7.1	-	Existing Indebtedness
	Schedule 7.2	-	Existing Liens
	Schedule 7.4	-	Existing Investments


 


Exhibits


 


	Exhibit A	-	Form of Assignment and Acceptance
	Exhibit 2.3	-	Form of Notice of Borrowing
	Exhibit 2.6	-	Form of Notice of Continuation/Conversion
	Exhibit 2.19	-	Tax Certificates
	Exhibit 5.1(c)	-	Form of Compliance Certificate


 




    	 	v	 



     


    

 


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 9,
2019, by and among RING ENERGY INC., a Nevada corporation (the “Borrower”), the several banks and other financial
institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity
as administrative agent for the Lenders (the “Administrative Agent”) and as issuing bank (the “Issuing
Bank”).


 


RECITALS:


 


WHEREAS,
the Borrower is a party to that certain Credit Agreement, dated as of July 1, 2014, among the Borrower, the Administrative Agent,
the Issuing Bank and the lenders party thereto on the date hereof (the “Existing Lenders”), as amended by that
certain First Amendment to Credit Agreement, dated as of June 26, 2015, that certain Second Amendment to Credit Agreement dated
as of July 24, 2015, that certain Third Amendment to Credit Agreement dated as of May 18, 2016, that certain Fourth Amendment to
Credit Agreement dated as of May 24, 2017, and that certain Fifth Amendment to Credit Agreement dated as of June 1, 2018 (as further
amended, modified or restated from time to time prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS,
to secure the full and punctual payment and performance of the loans and other obligations under the Existing Credit Agreement,
the Borrower executed and delivered mortgages, collateral assignments, security agreements, financing statements and supplements
thereto (collectively, the “Existing Collateral Documents”), granting a mortgage lien and continuing security
interest in and to the collateral described in such Existing Collateral Documents;


 


WHEREAS,
the Borrower, certain of the Existing Lenders, Administrative Agent and the Issuing Bank desire to amend and restate (but not extinguish)
the Existing Credit Agreement in its entirety as hereinafter set forth herein; and


 


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


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders, the
Administrative Agent and the Issuing Bank do hereby (a) agree that the Existing Credit Agreement is amended and restated but not
substituted or extinguished) in its entirety as set forth herein and (b) agree as follows:


 


ARTICLE
I



DEFINITIONS; CONSTRUCTION


 


Section
1.1.          Definitions.
In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):


 


“Acquired Assets”
means the “Assets” as defined in the Wishbone Acquisition Agreement.


 




    	 	1	 



     


    

 


“Acquisition”
shall mean (a) any Investment by the Borrower or any of its Subsidiaries in any other Person organized in the United States (with
substantially all of the assets of such Person and its Subsidiaries located in the United States), pursuant to which such Person
shall become a Subsidiary of the Borrower or any of its Subsidiaries or shall be merged with the Borrower or any of its Subsidiaries
or (b) any acquisition by the Borrower or any of its Subsidiaries of the assets of any Person (other than a Subsidiary of the Borrower)
that constitute all or substantially all of the assets of such Person or a division or business unit of such Person, whether through
purchase, merger or other business combination or transaction (and substantially all of such assets, division or business unit
are located in the United States). With respect to a determination of the amount of an Acquisition, such amount shall include all
consideration (including any deferred payments) set forth in the applicable agreements governing such Acquisition as well as the
assumption of any Indebtedness in connection therewith.


 


“Adjusted LIBO Rate”
means, with respect to each Interest Period for a Eurodollar Loan, (i) the rate per annum equal to the London interbank
offered rate for deposits in U.S. Dollars appearing on Reuters screen page LIBOR 01 (or on any successor or substitute page of
such service or any successor to such service, or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London time) two (2) Business Days prior
to the first day of such Interest Period, with a maturity comparable to such Interest Period (provided that if such rate
is less than zero, such rate shall be deemed to be zero), divided by (ii) a percentage equal to 1.00% minus the then stated
maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves and without
benefit of credits for proration, exceptions or offsets that may be available from time to time) expressed as a decimal (rounded
upward to the next 1/100th of 1%) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided, that if
the rate referred to in clause (i) above is not available at any such time for any reason, then the rate referred to in clause
(i) shall instead be the interest rate per annum, as determined by the Administrative Agent, to be the arithmetic average
of the rates per annum at which deposits in U. S. Dollars in an amount equal to the amount of such Eurodollar Loan are offered
by major banks in the London interbank market to the Administrative Agent at approximately 11:00 A.M. (London time), two (2) Business
Days prior to the first day of such Interest Period. For purposes of this Agreement, the Adjusted LIBO Rate will not be less than
zero percent (0%).


 


“Administrative
Agent” shall have the meaning set forth in the introductory paragraph hereof.


 


“Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative
Agent and submitted to the Administrative Agent duly completed by such Lender.


 


“Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean
the power, directly or indirectly, either to (i) vote 5% or more of the securities having ordinary voting power for the election
of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and
policies of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms “Controlled
by” and “under common Control with” have the meanings correlative thereto.


 


“Aggregate Commitment
Amount” shall mean the aggregate principal amount of the Aggregate Commitments from time to time.


 


“Aggregate Commitments”
shall mean, collectively, all Commitments of all Lenders at any time outstanding.


 




    	 	2	 



     


    

 


“Aggregate Maximum
Loan Amount” shall mean $1,000,000,000.00. On the Closing Date, the Aggregate Maximum Loan Amount is as set forth on
Schedule II.


 


“Anti-Corruption
Laws” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower and its Subsidiaries
concerning or relating to bribery or corruption.


 


“Anti-Terrorism
Order” shall mean Executive Order 13224, signed by President George W. Bush on September 24, 2001.


 


“Applicable Lending
Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an
Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such
other office of such Lender (or such Affiliate of such Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.


 


“Applicable Margin”
shall mean, as of any date, with respect to interest on all Loans outstanding on such date or the letter of credit fee, as the
case may be, the percentage per annum set forth in the Borrowing Base Utilization Grid, based upon the Borrowing Base Utilization
Percentage then in effect, provided in Schedule I.


 


Each change in the Applicable
Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change; provided that if at any time the Borrower fails to deliver a Reserve Report
pursuant to Section 5.13(a), then the “Applicable Margin” means the rate per annum set forth on the grid
when the Borrowing Base Utilization Percentage is at its highest level.


 


“Applicable Percentage”
shall mean, as of any date, with respect to the unused commitment fee as of any date, the percentage per annum set forth in the
Borrowing Base Utilization Grid, based upon the Borrowing Base Utilization Percentage then in effect, provided in Schedule I.


 


Each change in the Applicable Percentage shall
apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective
date of the next such change; provided that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section
5.13(a), then the “Applicable Percentage” means the rate per annum set forth on the grid when the Borrowing
Base Utilization Percentage is at its highest level.


 


“Approved Fund”
shall mean 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 business and that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Approved Petroleum
Engineers” means (a) Cawley, Gillespie & Associates, Inc. and (b) any other independent petroleum engineers
reasonably acceptable to the Administrative Agent.


 


“Assignment and
Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit
A attached hereto or any other form approved by the Administrative Agent.


 


“Availability Period”
shall mean the period from the Closing Date to but excluding the Commitment Termination Date.


 




    	 	3	 



     


    

 


“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.


 


“Bank Product Obligations”
shall mean, collectively, all obligations and other liabilities of any Loan Party to any Bank Product Provider arising with respect
to any Bank Products.


 


“Bank Product Provider”
shall mean any Person that, at the time it provides any Bank Product to any Loan Party, (i) is a Lender or an Affiliate of a Lender
and (ii) except when the Bank Product Provider is SunTrust Bank and its Affiliates, has provided prior written notice to the Administrative
Agent which has been acknowledged by the Borrower of (x) the existence of such Bank Product, (y) the maximum dollar amount of obligations
arising thereunder (the “Bank Product Amount”) and (z) the methodology to be used by such parties in determining
the obligations under such Bank Product from time to time. In no event shall any Bank Product Provider acting in such capacity
be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference to the term “Lender”
in Article IX and Section 10.3(b) shall be deemed to include such Bank Product Provider and in no event shall the
approval of any such person in its capacity as Bank Product Provider be required in connection with the release or termination
of any security interest or Lien of the Administrative Agent. The Bank Product Amount may be changed from time to time upon written
notice to the Administrative Agent by the applicable Bank Product Provider. No Bank Product Amount may be established at any time
that a Default or Event of Default exists.


 


“Bank Products”
shall mean any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash
management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository
(including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts,
positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing,
trade finance services, investment accounts and securities accounts, and (b) card services, including credit cards (including purchasing
cards and commercial cards), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit
card services.


 


“Base Date”
means (a) prior to the first Scheduled Redetermination that occurs under this Agreement, the Closing Date and (b) on or after the
occurrence of such first Scheduled Redetermination, the date of the most recent Scheduled Redetermination of the Borrowing Base.


 


“Base Rate”
shall mean the highest of (i) the rate which the Administrative Agent announces from time to time as its prime lending rate, as
in effect from time to time (any changes in such rates to be effective as of the date of any change in such rate), (ii) the Federal
Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum (any changes in such rates to
be effective as of the date of any change in such rate), (iii) the Adjusted LIBO Rate determined on a daily basis for an Interest
Period of one (1) month, plus one percent (1.00%) per annum (any changes in such rates to be effective as of the date of
any change in such rate) and (iv) zero percent (0.00%) per annum. The Administrative Agent’s prime lending rate is
a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative
Agent may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime
lending rate.


 




    	 	4	 



     


    

 


“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 ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) 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”.


 


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


 


“Borrowing”
shall mean a borrowing consisting of Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect.


 


“Borrowing Base”
means at any time an amount equal to the amount determined in accordance with Section 2.4, as the same may be adjusted from
time to time pursuant to this Agreement.


 


“Borrowing Base
Deficiency” occurs if at any time the total Credit Exposures exceeds the Borrowing Base then in effect.


 


“Borrowing Base
Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum
of the Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day.


 


“Business Day”
shall mean any day other than (i) a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized
or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on,
a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day
on which banks are not open for dealings in Dollar deposits in the London interbank market.


 


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


 


“Capital Leases”
means, in respect of any Person, all leases which shall have been, or should have been, 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.


 


“Capital Stock”
shall mean all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless
of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting,
including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the Securities and Exchange Commission under the Exchange Act).


 


“Cash Collateralize”
shall mean, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of Issuing Bank and the Lenders,
as collateral for LC Exposure or obligations of Lenders to fund participations in respect thereof, cash or deposit account balances
or, if the Issuing Bank benefitting from such collateral shall agree in its sole discretion, other credit support, in each case
pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the Issuing Bank.
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash
collateral and other credit support.


 




    	 	5	 



     


    

 


“Change in Control”
shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single
transaction or a series of related transactions) of all or substantially all of the assets of the Borrower to any Person or “group”
(within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder in effect on the date
hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group”
(within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) of 50% or more of the outstanding shares of the voting equity interests of the Borrower, or (iii) during any period
of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower
cease to be composed of individuals who are Continuing Directors.


 


“Change in Law”
shall mean (i) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement, (ii) any
change in any law, rule, regulation or treaty, or any change in the administration, interpretation, implementation or application
thereof, by any Governmental Authority after the date of this Agreement, (iii) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) of any Governmental Authority or (iv) compliance by any Lender (or its Applicable
Lending Office) or the Issuing Bank (or, for purposes of Section 2.17(b), by the Parent Company of such Lender or the Issuing
Bank, if applicable) with any request, rule, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement; provided
that for purposes of this Agreement, (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 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.


 


“Closing Date”
shall mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been satisfied
or waived in accordance with Section 10.2.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.


 


“Collateral”
shall mean all tangible and intangible property, real and personal, of any Loan Party that is or purports to be the subject of
a Lien to the Administrative Agent to secure the whole or any part of the Obligations or any Guarantee thereof, and shall include,
without limitation, all casualty insurance proceeds and condemnation awards with respect to any of the foregoing.


 


“Collateral Documents”
shall mean, collectively, the Guaranty and Security Agreement, the Mortgages, the Transfer Letters, the Control Account Agreements,
and all other instruments and agreements now or hereafter securing or perfecting the Liens securing the whole or any part of the
Obligations or any Guarantee thereof, all UCC financing statements, fixture filings and stock powers, and all other documents,
instruments, agreements and certificates executed and delivered by any Loan Party in connection with any of the foregoing, as any
of the forgoing may be amended, modified, supplemented, restated or reaffirmed (including reaffirmations of the Existing Collateral
Document) from time to time.


 


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of
Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder.
The amount representing each Lender’s Commitment shall at any time be the lesser of such Lender’s Maximum Loan Amount
and such Lender’s Pro Rata Share of the then effective Borrowing Base and shall be reduced pursuant to any Commitment Reduction
Notice delivered pursuant to Section 2.7(d).


 




    	 	6	 



     


    

 


“Commitment Reduction Notice”
shall have the meaning set forth in Section 2.7(d).


 


“Commitment Termination
Date” shall mean the earliest of (i) April 9, 2024, (ii) the date on which the Commitments are terminated pursuant to
Section 2.7 or Section 8.2 and (iii) the date on which the principal amount of all Loans outstanding under this Agreement have
been declared or have automatically become due and payable (whether by acceleration or otherwise).


 


“Commodity Exchange
Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended and in effect from time to
time, and any successor statute.


 


“Compliance Certificate”
shall mean a certificate from the principal executive officer or the principal financial officer of the Borrower in the form of,
and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1(c).


 


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


 


“Consolidated EBITDAX”
shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for
such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, and without duplication,
(A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation,
depletion and amortization determined on a consolidated basis in accordance with GAAP, (D) exploration expenses determined on a
consolidated basis in accordance with GAAP, and (E) all other non-cash charges acceptable to the Administrative Agent determined
on a consolidated basis in accordance with GAAP, in each case for such period minus (iii) all noncash income added to Consolidated
Net Income for such period; provided that, for purposes of calculating compliance with the financial covenants set forth
in Article VI, to the extent that during such period any Loan Party shall have consummated an Acquisition permitted by this
Agreement or any sale, transfer or other disposition of any Person, business, property or assets permitted by this Agreement, Consolidated
EBITDAX shall be calculated on a Pro Forma Basis with respect to such Person, business, property or assets so acquired or disposed
of.


 


“Consolidated Interest
Expense” shall mean, for the Borrower and its Subsidiaries for any period, determined on a consolidated basis in accordance
with GAAP, the sum of (i) total interest expense, including, without limitation, the interest component of any payments in respect
of Capital Lease Obligations, capitalized or expensed during such period (whether or not actually paid during such period) plus
(ii) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period
(whether or not actually paid or received during such period).


 


“Consolidated Net
Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and
its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent
otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets or the
sale of assets (other than the sale of inventory in the ordinary course of business), (iii) any equity interest of the Borrower
or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary except to the extent of cash
dividends actually received and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any Subsidiary or the date that such Person’s assets are acquired by the
Borrower or any Subsidiary.


 




    	 	7	 



     


    

 


“Consolidated Total
Debt” shall mean, as of any date, all Indebtedness of the Borrower and its Subsidiaries measured on a consolidated basis
as of such date, but excluding Indebtedness of the type described in subsection (xi) of the definition thereto.


 


“Continuing Director”
shall mean, with respect to any period, any individuals (A) who were members of the board of directors or other equivalent governing
body of the Borrower on the first day of such period, (B) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body, or (C) whose election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body.


 


“Contractual Obligation”
of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under
which such Person is obligated or by which it or any of the property in which it has an interest is bound.


 


“Control Account
Agreement” shall mean any tri-party agreement by and among a Loan Party, the Administrative Agent and a depositary bank
or securities intermediary at which such Loan Party maintains a Controlled Account, in each case in form and substance satisfactory
to the Administrative Agent.


 


“Controlled Account”
shall have the meaning set forth in Section 5.11.


 


“Credit Exposure”
shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and
LC Exposure.


 


“Current Assets”
shall mean all current assets of the Borrower and its consolidated Subsidiaries as of any date of determination calculated in accordance
with GAAP, and in any event including the unused amount of the Aggregate Commitments (but only to the extent that the Borrower
is permitted to borrow such amounts under the terms of this Agreement, including, without limitation, Section 3.2 hereof),
but excluding cash, cash equivalents and debts due from Affiliates and non-cash assets under ASC 815.


 


“Current Liabilities”
shall mean all liabilities of the Borrower and its consolidated Subsidiaries that should, in accordance with GAAP, be classified
as current liabilities as of any date of determination, and in any event including all Indebtedness payable on demand or within
one year from such date of determination without any option on the part of the obligor to extend or renew beyond such year and
all accruals for federal or other taxes based on or measured by income and payable within such year, but excluding the current
portion of long-term debt required to be paid within one year, the aggregate outstanding principal balance of the Loans and non-cash
obligations under ASC 815.


 


“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.


 


“Default”
shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Default Interest”
shall have the meaning set forth in Section 2.12(b).


 




    	 	8	 



     


    

 


“Defaulting Lender”
shall mean, subject to Section 2.24(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder 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, any Issuing Bank or any other Lender any other
amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business
Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank 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 a Bail-In Action, 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 clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.24(b)) upon delivery of written notice of such determination
to the Borrower, each Issuing Bank and each Lender.


 


“Defensible Title”
means as to any Oil and Gas Property, such title held by a Loan Party that (i) is free from reasonable doubt to the end that a
prudent purchaser engaged in the business of the ownership, development and operation of producing Oil and Gas Properties, with
knowledge of all of the facts and their legal bearing, would be willing to accept and pay full value therefor; (ii) is deducible
of record from the records of the applicable parish or county, or, in the case of federal leases, from the records of the applicable
office of the Bureau of Lands Management or Minerals Management Service, or, in the case of state leases, from the applicable records
of the applicable state land office; (iii) entitles such Loan Party to receive not less than the “Net Revenue Interest”
set forth in the Initial Reserve Report with respect to each Oil and Gas Property owned by such Loan Party as of the date of this
Agreement, and not less than the “Net Revenue Interest” set forth in the most recent Reserve Report with respect to
each Oil and Gas Property acquired by such Loan Party after the date of this Agreement, in each case, without reduction, suspension
or termination throughout the productive life of such Oil and Gas Property; (iv) obligates such Loan Party to bear costs and expenses
relating to operations on and the maintenance and development of each Oil and Gas Property in an amount not greater than the “Working
Interest” set forth in the Initial Reserve Report with respect to each Oil and Gas Property owned by such Loan Party as of
the date of this Agreement, and not greater than the “Working Interest” set forth in the most recent Reserve Report
with respect to each Oil and Gas Property acquired by such Loan Party after the date of this Agreement (except to the extent that
such Loan Party is obligated under an operating agreement to assume a portion of a defaulting or non-consenting party’s share
of costs), in each case without increase for the respective productive life of such Oil and Gas Property; and (v) is free and clear
of Liens and material encumbrances and defects, except for Excepted Liens.


 




    	 	9	 



     


    

 


“Dollar(s)”
and the sign “$” shall mean lawful money of the United States.


 


“EEA Financial Institution”
means (a) any institution 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 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.


 


“Engineering Reports”
has the meaning assigned such term in Section 2.4(c)(i).


 


“Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements
issued, promulgated or entered into by or with any Governmental Authority relating in any way to the environment, preservation
or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety
matters, including, without limitation, the Oil Pollution Act of 1990, the Clean Air Act, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 (“CERCLA”), the Federal Water Pollution Control Act, the Occupational
Safety and Health Act of 1970, the Resource Conservation and Recovery Act of 1976 (“RCRA”), the Safe Drinking
Water Act, the Toxic Substances Control Act, the Superfund Amendments and Reauthorization Act of 1986, and the Hazardous Materials
Transportation Act.


 


“Environmental Liability”
shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and
remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or
any of its Subsidiaries directly or indirectly resulting from or based upon (i) any actual or alleged violation of any Environmental
Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual
or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials or (v) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and the
regulations promulgated and rulings issued thereunder.


 


“ERISA Affiliate”
shall mean any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant
time to be a “single employer” or otherwise aggregated with the Borrower or any of its Subsidiaries under Section 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA.


 







    	 	10	 



     


    

 


“ERISA Event”
shall mean (i) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event
as to which the PBGC has waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043 the requirement of Section
4043(a) of ERISA that it be notified of such event); (ii) any failure to make a required contribution to any Plan that would result
in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068
of ERISA, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution”
or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle
B of Title 1 of ERISA), whether or not waived, or any filing of any request for or receipt of a minimum funding waiver under Section
412 of the Code or Section 303 of ERISA with respect to any Plan or Multiemployer Plan, or that such filing may be made, or any
determination that any Plan is, or is expected to be, in at-risk status under Title IV of ERISA; (iii) any incurrence by the Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates of any liability under Title IV of ERISA with respect to any
Plan or Multiemployer Plan (other than for premiums due and not delinquent under Section 4007 of ERISA); (iv) any institution of
proceedings, or the occurrence of an event or condition which would reasonably be expected to constitute grounds for the institution
of proceedings by the PBGC, under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Plan; (v) any incurrence by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or the receipt by the Borrower, any of
its Subsidiaries or any of their respective ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical
status under Section 305 of ERISA; (vi) any receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates
of any notice, or any receipt by any Multiemployer Plan from the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or
is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (vii) engaging in a non-exempt prohibited
transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; or (viii) any filing of a notice of intent
to terminate any Plan if such termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, any filing under Section 4041(c) of ERISA of a notice of intent to
terminate any Plan, or the termination of any Plan under Section 4041(c) of ERISA.


 


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


 


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


 


“Event of Default”
shall have the meaning set forth in Section 8.1.


 




    	 	11	 



     


    

 


“Excepted Liens”
means: (i) 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; (ii) 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, other than any Lien imposed by ERISA; (iii) statutory landlord’s liens,
operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’,
workers’, materialmen’s, construction or other like Liens, in each case, arising by operation of law in the ordinary
course of business 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; (iv) Liens arising solely by virtue of any statutory or common
law provision 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, 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 of Governors of the Federal Reserve System and no such deposit account is intended by any Loan Party to provide collateral
to the depository institution; (v) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations
in any Property of any Loan Party 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 Loan Party or materially impair
the value of such Property subject thereto; (vi) 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; (vii) royalties, overriding
royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights
and other burdens on or deductions from the proceeds of production, that do not secure Indebtedness and that are taken into account
in computing the net revenue interests and working interests of the Loan Parties warranted in the Collateral Documents or in this
Agreement; (ix) 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;
provided, further that (a) Liens described in clauses (i) through (iv) shall remain “Excepted Liens” only
for so long as no action to enforce such Lien has been commenced and no intention to subordinate the first priority Lien 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 and (b) the term “Excepted Liens” shall not include any Lien securing Indebtedness other than the Obligations.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


“Excluded Swap Obligation”
shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof)
is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor
becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which
such Guarantee or security interest is or becomes illegal.


 




    	 	12	 



     


    

 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a 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 2.23) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 2.19, 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 such Recipient’s failure to comply with Section 2.19 and (d) any U.S.
federal withholding Taxes imposed under FATCA.


 


“Existing Collateral
Documents” has the meaning assigned such term in the Recitals to this Agreement.


 


“Existing Credit
Agreement” has the meaning assigned such term in the Recitals to this Agreement.


 


“Existing Lenders”
has the meaning assigned such term in the Recitals to this Agreement.


 


“Existing Loans”
has the meaning assigned such term in Section 2.1(b).


 


“Exiting Lenders”
has the meaning assigned such term in in Section 2.1(b).


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Flood Insurance”
means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements
located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.


 


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


 


“FEMA”
means the Federal Emergency Management Agency, a component of the United States Department of Homeland Security that administers
the National Flood Insurance Program.


 


“Fiscal Quarter”
shall mean any fiscal quarter of the Borrower.


 


“Fiscal Year”
shall mean any fiscal year of the Borrower.


 




    	 	13	 



     


    

 


“Flood Insurance”
means, for any owned real property located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets
or exceeds the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood Insurance shall be
in commercially reasonable amounts at least up to the maximum policy limits set under the National Flood Insurance Program, or
as otherwise required by the Administrative Agent in its reasonable judgment, with deductibles not to exceed $250,000 for losses
to buildings and $250,000 for losses to contents of buildings.


 


“Flood Insurance
Laws” shall mean, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the
National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973), as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Insurance Reform Act of 2004, as now or hereafter in effect or any successor statute thereto and
(iii) the Biggert –Waters Flood Insurance Reform Act of 2012, as now or hereafter in effect or any successor statute thereto.


 


“Foreign Lender”
shall mean (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,
a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes.


 


“GAAP”
shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms
of Section 1.3.


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit
or letter of guaranty issued in support of such Indebtedness or obligation; provided that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee
is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person
is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb
has a corresponding meaning.


 


“Guarantor”
shall mean each of the Subsidiary Loan Parties.


 


“Guaranty and Security
Agreement” shall mean the Guaranty and Security Agreement, dated as of July 1, 2014, made by the Loan Parties in favor
of the Administrative Agent for the benefit of the Secured Parties, in form and substance satisfactory to the Administrative Agent,
as the same may be amended, modified, supplemented, restated or reaffirmed (including reaffirmations of the Guaranty and Security
Agreement entered into pursuant to the Existing Credit Agreement) from time to time.


 




    	 	14	 



     


    

 


“Hazardous Materials”
shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants,
including Hydrocarbons, petroleum or petroleum distillates, natural gas, oil, oil and gas waste, crude oil, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law.


 


“Hedge Termination
Value” shall mean, in respect of any one or more Hedging Transactions, after taking into account the effect of any legally
enforceable netting agreement relating to such Hedging Transactions, (a) for any date on or after the date such Hedging Transactions
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 Hedging Transactions,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such
Hedging Transactions (which may include a Lender or any Affiliate of a Lender).


 


“Hedging Obligations”
of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging
Transactions and any and all substitutions for any Hedging Transactions.


 


“Hedging Transaction”
of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter
entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction,
credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other
similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not
any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including
any such obligations or liabilities under any Master Agreement.


 


“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 products refined or separated therefrom.


 




    	 	15	 



     


    

 


“Indebtedness”
of any Person shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect
of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business;
provided that, for purposes of Section 8.1(f), trade payables overdue by more than 120 days shall be included in
this definition except to the extent that any of such trade payables are being disputed in good faith by appropriate measures and
for which adequate reserves are being maintained in accordance with GAAP), (iv) all obligations of such Person under any conditional
sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations
of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar
extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi)
above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness
has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise
acquire for value any Capital Stock of such Person, (x) all Off-Balance Sheet Liabilities, (xi) all Hedging Obligations and (xii)
the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or
indirectly received payment. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership
or joint venture (other than a joint venture that is itself a corporation or limited liability company or the foreign equivalent
thereof) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse
to such Person.


 


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


 


“Initial Reserve
Report” means, collectively, (a) the Reserve Report delivered to Administrative Agent with respect to the Oil and Gas
Properties owned by the Borrower immediately prior to the Closing Date and (b) the Reserve Report delivered to the Administrative
Agent with respect to the Oil and Gas Properties acquired by the Borrower on the Closing Date pursuant to the Wishbone Transactions,
in each case, prepared by or under the supervision of the chief engineer of the Borrower in accordance with the procedures used
in the Reserve Report most recently prepared by the Approved Petroleum Engineers.


 


“Interest Period”
shall mean with respect to any Eurodollar Borrowing, a period of one, two, three or six months; provided that:


 


(i)          the
initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from
a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the
day on which the next preceding Interest Period expires;


 


(ii)         if
any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end
on the next preceding Business Day;


 


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


 


(iv)        no
Interest Period may extend beyond the Commitment Termination Date.


 


“Interim Redetermination”
has the meaning assigned such term in Section 2.4(b).


 




    	 	16	 



     


    

 


“Interim Redetermination
Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes
effective as provided in Section 2.4(d).


 


“Investments”
shall have the meaning set forth in Section 7.4.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Issuing Bank”
shall mean (i) SunTrust Bank in its capacity as the issuer of Letters of Credit pursuant to Section 2.21 and (ii) any other
Lender to the extent it has agreed in its sole discretion to act as an “Issuing Bank” hereunder and that has been approved
in writing by the Borrower and the Administrative Agent as an “Issuing Bank” hereunder, in each case in its capacity
as issuer of any Letter of Credit. As used herein, “the Issuing Bank” means the applicable Issuing Bank, any Issuing
Bank or all Issuing Banks, as the context may require.


 


“LC Commitment”
shall mean that portion of the Aggregate Commitments that may be used by the Borrower for the issuance of Letters of Credit in
an aggregate face amount not to exceed $5,000,000.


 


“LC Disbursement”
shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.


 


“LC Documents”
shall mean all applications, agreements and instruments relating to the Letters of Credit but excluding the Letters of Credit.


 


“LC Exposure”
shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus
(ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time.
The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time. Unless otherwise specified herein,
the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided, that with respect to any Letter of Credit that, by its terms or any document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time.


 


“Lender-Related
Hedge Provider” means any Person that, at the time it enters into a Hedging Transaction with any Loan Party, is a Lender
or an Affiliate of a Lender. In no event shall any Lender-Related Hedge Provider acting in such capacity be deemed a Lender for
purposes hereof to the extent of and as to Hedging Obligations except that each reference to the term “Lender” in Article
IX and Section 10.3(b) shall be deemed to include such Lender-Related Hedge Provider. In no event shall the approval
of any such Person in its capacity as Lender-Related Hedge Provider be required in connection with the release or termination of
any security interest or Lien of the Administrative Agent.


 


“Lenders”
shall have the meaning set forth in the introductory paragraph hereof.


 


“Letter of Credit”
shall mean any stand-by letter of credit issued pursuant to Section 2.21 by the Issuing Bank for the account of the Borrower
pursuant to the LC Commitment.


 




    	 	17	 



     


    

 


“Leverage Ratio”
shall mean, as of any date, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDAX for the four
consecutive Fiscal Quarters ending on or immediately prior to such date for which financial statements are required to have been
delivered under this Agreement; provided that for the purposes of the definition of “Leverage Ratio”, (a) for the Fiscal
Quarter ending June 30, 2019, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for such Fiscal Quarter
by four, (b) for the Fiscal Quarter ending September 30, 2019, Consolidated EBITDAX will be calculated by multiplying Consolidated
EBITDAX for the two Fiscal Quarter period ending on September 30, 2019 by two, (c) for the Fiscal Quarter ending December 31, 2019,
Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for the three Fiscal Quarter period ending on December
31, 2019 by four-thirds, and (d) for each Fiscal Quarter thereafter, Consolidated EBITDAX will be calculated by adding Consolidated
EBITDAX for the four consecutive Fiscal Quarters ending on such date.


 


“Lien”
shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any Capital Lease having the same economic effect as any of the foregoing).


 


“Loan Documents”
shall mean, collectively, this Agreement, the Collateral Documents, the LC Documents, all Notices of Borrowing, all Notices of
Conversion/Continuation, all Compliance Certificates, any promissory notes issued hereunder and any and all other instruments,
agreements, documents and writings executed in connection with any of the foregoing.


 


“Loan Parties”
shall mean the Borrower and the Subsidiary Loan Parties.


 


“Loans”
shall mean all loans in the aggregate or any of them, as the context may require, made by a Lender to the Borrower under its Commitment,
which may either be Base Rate Loans or Eurodollar Loans.


 


“Material Adverse
Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction
with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, resulting
in a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition,
assets, liabilities or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties
to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent,
the Issuing Bank or the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the
Loan Documents.


 


“Material Agreements”
shall mean (i) all agreements, indentures or notes governing the terms of any Material Indebtedness, (ii) all employment and non-compete
agreements with management, (iii) all agreements, instruments and conveyances relating to Hydrocarbon Interests, and (iv) all other
agreements, documents, contracts, indentures and instruments pursuant to which (A) any Loan Party or any of its Subsidiaries are
obligated to make payments in any twelve month period of $2,000,000 or more, (B) any Loan Party or any of its Subsidiaries expects
to receive revenue in any twelve month period of $2,000,000 or more and (C) a default, breach or termination thereof could reasonably
be expected to result in a Material Adverse Effect.


 


“Material Indebtedness”
shall mean any Indebtedness (other than the Loans and the Letters of Credit) of the Borrower or any of its Subsidiaries individually
or in an aggregate committed or outstanding principal amount exceeding $1,000,000. For purposes of determining the amount of attributed
Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net
Mark-to-Market Exposure of such Hedging Obligations.


 




    	 	18	 



     


    

 


“Maximum Loan Amount”
shall mean as to each Lender, such Lender’s Pro Rata Share of the Aggregate Maximum Loan Amount,” as such commitment
may be (i) modified from time to time pursuant to Section 2.4 or Section 2.7 and (ii) modified from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.4.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“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 Mortgages.


 


“Mortgages”
shall mean each mortgage or deed of trust delivered by any Loan Party to the Administrative Agent from time to time, all in form
and substance satisfactory to the Administrative Agent, as the same may be amended, modified, supplemented, restated or reaffirmed
(including reaffirmations of the Mortgages entered into pursuant to the Existing Credit Agreement) from time to time.


 


“Multiemployer Plan”
shall mean any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which
there is or may be an obligation to contribute of) the Borrower, any of its Subsidiaries or an ERISA Affiliate, and each such plan
for the five-year period immediately following the latest date on which the Borrower, any of its Subsidiaries or an ERISA Affiliate
contributed to or had an obligation to contribute to such plan.


 


“National Flood
Insurance Program” means the program created by the United States Congress pursuant to the Flood Insurance Laws, that
mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating
communities and provides protection to property owners through a federal insurance program.


 


“Net Mark-to-Market
Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess
(if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized
losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date), and
“unrealized profits” shall mean the fair market value of the gain to such Person of replacing such Hedging Transaction
as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).


 


“New Borrowing Base
Notice” has the meaning assigned such term in Section 2.4(d).


 


“New Lender”
has the meaning assigned to such term in Section 2.1(b).


 


“Non-Defaulting
Lender” shall mean, at any time, a Lender that is not a Defaulting Lender.


 


“Non-U.S. Plan”
shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed
to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States
by the Borrower or one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.


 


“Notice of Conversion/Continuation”
shall have the meaning set forth in Section 2.6(b).


 




    	 	19	 



     


    

 


“Notices of Borrowing”
shall have the meaning set forth in Section 2.3.


 


“Obligations”
shall mean (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank, any Lender or the Sole Lead
Arranger pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter
of Credit including, without limitation, all principal, interest (including any 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), reimbursement obligations, fees, expenses, indemnification
and reimbursement payments, costs and expenses (including all reasonable fees and expenses of counsel to the Administrative Agent,
the Issuing Bank and any Lender incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute
or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, (b) all Hedging Obligations
owed by any Loan Party to any Lender-Related Hedge Provider, and (c) all Bank Product Obligations, together with all renewals,
extensions, modifications or refinancings of any of the foregoing; provided, however, that with respect to any Guarantor,
the Obligations shall not include any Excluded Swap Obligations.


 


“OFAC”
shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Off-Balance Sheet
Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not
create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with
respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute
a liability on the balance sheet of such Person.


 


“Oil and Gas Properties”
means (i) Hydrocarbon Interests; (ii) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests;
(iii) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created
thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which
may affect all or any portion of the Hydrocarbon Interests; (iv) 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,
purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (v) 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; (vi) all
tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon
Interests and (vii) all Properties, rights, titles, interests and estates described or referred to above, including any and
all Property, real or personal, now owned or hereinafter 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 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.


 


“OSHA”
shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.


 




    	 	20	 



     


    

 


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


 


“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 2.23).


 


“Parent Company”
shall mean, with respect to a Lender, the “bank holding company” as defined in Regulation Y, if any, of such Lender,
and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.


 


“Participant”
shall have the meaning set forth in Section 10.4(d).


 


“Participant Register”
shall have the meaning set forth in Section 10.4(d).


 


“Patriot Act”
shall mean the USA PATRIOT Improvement and Reauthorization Act of 2005 (Pub. L. 109-177 (signed into law March 9, 2006)), as amended
and in effect from time to time.


 


“Payment Office”
shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to the Borrower and the Lenders.


 


“PBGC”
shall mean the U.S. Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing
similar functions.


 


“Permitted Investments”
shall mean:


 


(i)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or
by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case
maturing within one year from the date of acquisition thereof;


 


(ii)         commercial
paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within
six months from the date of acquisition thereof;


 


(iii)        certificates
of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank
organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000;


 


(iv)        fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) above and entered
into with a financial institution satisfying the criteria described in clause (iii) above; and


 




    	 	21	 



     


    

 


(v)         mutual
funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above.


 


“Permitted Third
Party Bank” shall mean any bank or other financial institution with whom any Loan Party maintains a Controlled Account
and with whom a Control Account Agreement has been executed.


 


“Person”
shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other
entity, or any Governmental Authority.


 


“Plan”
shall mean any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) maintained
or contributed to by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has or may have an obligation
to contribute, and each such plan that is subject to Title IV of ERISA for the five-year period immediately following the latest
date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to
have liability with respect to) such plan.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Pro
Forma Basis” shall mean, (i) with respect to any Person, business, property or asset acquired in an Acquisition
approved in writing by the Required Lenders, the inclusion as “Consolidated EBITDAX” of the EBITDAX (i.e. net income
before interest, taxes, depreciation and amortization) for such Person, business, property or asset as if such Acquisition had
been consummated on the first day of the applicable period, based on historical results accounted for in accordance with GAAP,
and (ii) with respect to any Person, business, property or asset sold, transferred or otherwise disposed of, the exclusion from
“Consolidated EBITDAX” of the EBITDAX (i.e. net income before interest, taxes, depreciation and amortization) for such
Person, business, property or asset so disposed of during such period as if such disposition had been consummated on the first
day of the applicable period, in accordance with GAAP.


 


“Pro Rata Share”
shall mean with respect to any Commitment or Loan of any Lender at any time, a percentage, the numerator of which shall be such
Lender’s Commitment (or if such Commitment has been terminated or expired or the Loans have been declared to be due and payable,
such Lender’s Credit Exposure), and the denominator of which shall be the sum of all Commitments of all Lenders (or if such
Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Credit Exposure of all Lenders).


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without
limitation, cash, securities, accounts and contract rights.         


 


“Proposed Borrowing
Base” means any Borrowing Base proposed by the Administrative Agent pursuant to Section 2.4(c)(i).


 


“Proposed Borrowing
Base Notice” has the meaning assigned to such term in Section 2.4(c)(ii).


 


“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.


 




    	 	22	 



     


    

 


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


 


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


 


“Redetermination
Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined
Borrowing Base related thereto becomes effective pursuant to Section 2.4(d).


 


“Reduced Commitment”
shall have the meaning set forth in Section 2.7(d).


 


“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


“Regulation Y”
shall mean Regulation Y of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to
time, and any successor regulations.


 


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


 


“Release”
shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.


 


“Remedial Work”
shall have the meaning assigned to such term in Section 5.17(a).


 


“Required Lenders”
shall mean, (i) at any time there are three or fewer Lenders under this Agreement, two or more Lenders holding more than 66-2/3%
of the aggregate outstanding Commitments at such time or, if the Lenders have no Commitments outstanding, then two or more Lenders
holding more than 66-2/3% of the aggregate outstanding Credit Exposure of the Lenders at such time and (ii) at any time there are
greater than three Lenders under this Agreement, (a) with respect to approval of a decrease or maintenance of the Borrowing Base,
Lenders holding more than 66-2/3% of the aggregate outstanding Commitments at such time or, if the Lenders have no Commitments
outstanding, Lenders holding more than 66-2/3% of the aggregate outstanding Credit Exposure of the Lenders at such time and (b)
with respect to all other approvals requiring the consent of the Required Lenders, Lenders holding more than 50% of the aggregate
outstanding Commitments at such time or, if the Lenders have no Commitments outstanding, Lenders holding more than 50% of the aggregate
outstanding Credit Exposure of the Lenders at such time; provided that to the extent that any Lender is a Defaulting Lender,
such Defaulting Lender and all of its Commitments and Credit Exposure shall be excluded for purposes of determining Required
Lenders.


 




    	 	23	 



     


    

 


“Requirement of
Law” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement,
or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing
documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“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 5.13(a) (or such other date in the event of an Interim Redetermination or any other redetermination (other than
a Scheduled Redetermination)) the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries
that are Qualified ECP Guarantors, 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 the pricing assumptions consistent with SEC
reporting requirements at the time and reflecting Hedging Transactions in place with respect to such production.


 


“Responsible Officer”
shall mean (x) with respect to certifying compliance with the financial covenants set forth in Article VI, the chief financial
officer or the treasurer of the Borrower and (y) with respect to all other provisions, any of the president, the chief executive
officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of the Borrower or such other
representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative
Agent.


 


“Required
Hedges” means Swap Agreements entered into by the Borrower at prices reasonably acceptable to the Administrative Agent
(a) in respect of crude oil and natural gas, on not less than 50% (or such immaterially lower percentage as the Administrative
Agent may agree in its sole discretion) of the projected production from the Loan Parties proved, developed, producing Oil and
Gas Properties as reflected in the Initial Reserve Report, through December 31, 2019, and (b) in respect of crude oil and natural
gas, on not less than 25% (or such immaterially lower percentage as the Administrative Agent may agree in its sole discretion)
of the projected production from the proved, developed, producing Oil and Gas Properties as reflected in the Initial Reserve Report,
through December 31, 2020.


 


“Restricted Payment”
shall mean, for any Person, any dividend or distribution on any class of its Capital Stock, or any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of
any shares of its Capital Stock, any Indebtedness subordinated to the Obligations or any Guarantee thereof or any options, warrants
or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding, or any management or
similar fees.


 


“S&P”
shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.


 


“Sanctioned Country”
shall mean, at any time, a country, region or territory that is, or whose government is, the subject or target of any Sanctions.


 




    	 	24	 



     


    

 


“Sanctioned Person”
shall mean, at any time, (a) any Person that is the subject or target of any Sanctions, (b) any Person located, organized, operating
or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person.


 


“Sanctions”
shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, the
European Union or Her Majesty’s Treasury of the United Kingdom or (c) any other relevant sanctions authority.


 


“Scheduled Redetermination”
has the meaning assigned such term in Section 2.4(b).


 


“Scheduled Redetermination
Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes
effective as provided in Section 2.4(d).


 


“Screen Rate”
shall mean the rate specified in clause (i) of the definition of Adjusted LIBO Rate.


 


“Secured Parties”
shall mean the Administrative Agent, the Lenders, the Issuing Bank, the Lender-Related Hedge Providers and the Bank Product Providers.


 


“Sole Lead Arranger”
shall mean SunTrust Robinson Humphrey, Inc., in its capacity as sole lead arranger and sole bookrunner in connection with this
Agreement.


 


“Solvent”
shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present
fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured;
(c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about
to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital.
The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed
as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably
be expected to become an actual or matured liability.


 


“Special Flood Hazard
Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal
to or exceeding the base flood elevation (a 100-year flood) in any given year.


 


“Stanford”
means Stanford Energy Inc., a Texas corporation.


 


“Subsidiary”
shall mean, with respect to any Person (the “parent”) at any date, any corporation, partnership, joint venture,
limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such
date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i)
of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled
or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder
shall mean a Subsidiary of the Borrower, other than Stanford.


 




    	 	25	 



     


    

 


“Subsidiary Loan
Party” shall mean any Subsidiary that executes or becomes a party to the Guaranty and Security Agreement. For the avoidance
of doubt, Stanford shall not be a “Subsidiary Loan Party”.


 


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


 


“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease”
by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended, and (ii) the lessee will be
entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.


 


“Synthetic Lease
Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as
lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price
payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.


 


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


 


“Trading with the
Enemy Act” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et
seq.), as amended and in effect from time to time.


 


“Transfer Letters”
means, collectively, the letters in lieu of transfer orders in form and substance satisfactory to the Administrative Agent and
executed by the Borrower or any Subsidiary executing a Mortgage.


 


“Triggering Event”
shall mean (a) the sale or disposition of Oil and Gas Properties of the Borrower or any Subsidiary that have a positive value in
the most recently delivered Reserve Report or in the Reserve Report evaluated for the then effective Borrowing Base, and (b) the
novation or assignment (unless novated or assigned to a counterparty with equal or better creditworthiness), unwinding or termination
(unless replaced with positions or contracts no less advantageous to the Borrower or the Subsidiary party thereto), or amendment
(if such amendment is materially adverse to the Borrower or the Subsidiary party thereto) of a hedge position or Hedging Transaction
considered by the Administrative Agent in determining the then effective Borrowing Base, which, in either such case, after giving
effect to such event, results in the aggregate amount of all such events (the value of such Oil and Gas Properties subject to such
sale or disposition, and the value of such hedge position or Hedging Transaction subject to any such event, to be determined pursuant
to Section 2.4(c)) since the most recent Base Date exceeding 5% of the Borrowing Base then in effect.


 


“Type”,
when used in reference to a Loan or a Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate.


 


“Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State
of Texas.


 




    	 	26	 



     


    

 


“Unfunded Pension
Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under the Plan,
determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid contributions).


 


“United States”
or “U.S.” shall mean the United States of America.


 


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


 


“U.S. Tax Compliance
Certificate” shall have the meaning set forth in Section 2.19(g)(ii)(B)(iii).


 


“Wishbone
Acquisition Agreement” means that certain Purchase and Sale Agreement dated February 25, 2019, by and among Wishbone
Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB Waterworks, LLC, as sellers, and Borrower, as buyer.


 


“Wishbone Transactions”
means the acquisition by the Borrower of the Acquired Assets pursuant to the Wishbone Acquisition Agreement.


 


“Withdrawal Liability”
shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding Agent”
shall mean the Borrower, any other Loan Party or the Administrative Agent, as applicable.


 


“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
1.2.          Classifications of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by Type (e.g. “Eurodollar Loan” or “Base
Rate Loan”). Borrowings also may be classified and referred to by Type (e.g. “Eurodollar Borrowing”).


 


Section
1.3.          Accounting Terms and Determination.
Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated
financial statement of the Borrower delivered pursuant to Section 5.1(a); provided that if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect
of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the
Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required
Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any
election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at
“fair value”, as defined therein.



 




    	 	27	 



     


    

 


Section
1.4.          Terms Generally.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including”
and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of
or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein
to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”,
“herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as
a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement, (v) all references to a specific time
shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise
indicated, and (vi) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing
or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time.


 


Section
1.5.          Time of Day.
Unless otherwise specified, all references herein to time of day shall be references to Eastern time (daylight or standard, as
applicable).


 


Section
1.6.          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



AMOUNT AND TERMS OF THE COMMITMENTS


 


Section
2.1.          General Description of Facility; Existing Loans.


 


(a)           General
Description of Facility. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish
in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s
Commitment) to make Loans to the Borrower in accordance with Section 2.2; (ii) the Issuing Bank may issue Letters of Credit
in accordance with Section 2.21; and (iii) each Lender agrees to purchase a participation interest in the Letters of Credit
pursuant to the terms and conditions hereof; provided that in no event shall the aggregate principal amount of all outstanding
Loans and outstanding LC Exposure exceed the Aggregate Commitment Amount in effect from time to time.


 




    	 	28	 



     


    

 


(b)          Existing
Loans under the Existing Credit Agreement. The parties hereto acknowledge and agree that, effective as of the Closing Date,
in order to accommodate and orderly effect the reallocations, adjustments, acquisitions and decreases under this Section 2.1(b),
(i) all outstanding Eurodollar Loans (as defined in the Existing Credit Agreement) on the date hereof are (and shall be deemed
to be) converted to Base Rate Loans under, and as defined in, the Existing Credit Agreement (and (x) the Borrower agrees to pay
to each Exiting Lender such costs and expenses that would have been due under Section 2.18 of the Existing Credit Agreement
as a result of such conversion unless waived by such Exiting Lender and (y) each Existing Lender that is not an Exiting Lender
agrees to waive such costs and expenses that would have been due under Section 2.18 of the Existing Credit Agreement as
a result of such conversion), and (ii) after giving effect to clause (i) above, all outstanding Loans (as defined in
the Existing Credit Agreement) under the Existing Credit Agreement on the date hereof (the “Existing Loans”)
are (and shall be deemed to be) continued as the initial Base Rate Loans (as defined in this Agreement) made under this Agreement
on the Closing Date. The outstanding Obligations under, and as defined in, the Existing Credit Agreement shall be assigned, renewed,
extended, modified, and rearranged as Obligations outstanding under and pursuant to the terms of this Agreement. The Existing Lenders
have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments (as defined in the Existing
Credit Agreement) and to pay-off in full such Existing Lenders which will not become Lenders hereunder (each an “Exiting
Lender”). The Administrative Agent, the Lenders (including Lenders that are not Existing Lenders (each, a “New
Lender”)), the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing
to it under, the Existing Credit Agreement) consent to such reallocation and each Existing Lender’s adjustment of, and each
Existing Lender’s assignment of, an interest in the Commitments (as defined in the Existing Credit Agreement) to the Lenders
(including the New Lenders) pursuant to this Section 2.1(b). On the Closing Date and after giving effect to such reallocations,
adjustments, assignments and decreases, the Maximum Loan Amount of each Lender shall be as set forth on Schedule I. The
Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised Applicable
Percentages resulting from the initial allocation of the Lenders’ Commitments under this Agreement. The Borrower and each
Lender party hereto hereby agrees that this Section 2.1 and any exiting agreement executed by an Exiting Lender that is
acceptable to the Administrative Agent shall be deemed approved assignment forms as required under the Existing Credit Agreement.


 


Section
2.2.          Loans.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans, ratably in proportion to its
Pro Rata Share of the Aggregate Commitments, to the Borrower, from time to time during the Availability Period, in an aggregate
principal amount outstanding at any time that will not result in (a) such Lender’s Credit Exposure exceeding such Lender’s
Commitment or (b) the aggregate Credit Exposures of all Lenders exceeding the Aggregate Commitment Amount. During the Availability
Period, the Borrower shall be entitled to borrow, prepay and reborrow Loans in accordance with the terms and conditions of this
Agreement; provided that the Borrower may not borrow or reborrow should there exist a Default or Event of Default.


 




    	 	29	 



     


    

 


Section
2.3.          Procedure for Borrowings.
The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing,
substantially in the form of Exhibit 2.3 attached hereto (a “Notice of Borrowing”), (x) prior to 11:00
a.m. one (1) Business Day prior to the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business
Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify
(i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the
Type of such Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest
Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Borrowing shall consist entirely
of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing
shall not be less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing
shall not be less than $1,000,000 or a larger multiple of $100,000; provided that Base Rate Loans made pursuant to Section
2.21(d) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings outstanding
at any time exceed six (6). Promptly following the receipt of a Notice of Borrowing in accordance herewith, the Administrative
Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section
2.4.         Borrowing Base.


 


(a)          Initial
Borrowing Base. For the period from and including the Closing Date to but excluding the first date on which a redetermined
or adjusted Borrowing Base becomes effective pursuant to Section 2.4(d), the amount of the Borrowing Base shall be $425,000,000.
The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time pursuant
to this Agreement.


 


(b)          Scheduled
and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually on each November 1 and May 1 beginning
November 1, 2019 (each, a “Scheduled Redetermination”). In addition, the Borrower may, by notifying the Administrative
Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, each
elect to cause the Borrowing Base to be redetermined one time during each of the following periods: (A) between the Closing Date
and the November 1, 2019 Scheduled Redetermination, and (B) starting with the November 1, 2019 Scheduled Redetermination, during
any period between Scheduled Redeterminations (each, an “Interim Redetermination”), in accordance with this
Section 2.4.


 


(c)          Scheduled
and Interim Redetermination Procedure.


 


(i)          Each
Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative
Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent,
in the case of a Scheduled Redetermination, pursuant to clauses (a) and (c) of Section 5.13, and, in the case of an Interim
Redetermination, pursuant to clauses (b) and (c) of Section 5.13, and (B) such other reports, data and supplemental
information, including, without limitation, the information provided pursuant to clause (c) of Section 5.13, as may, from
time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data
and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information
contained in the Engineering Reports and shall propose a new Borrowing Base which shall be based upon such information from the
Engineering Reports and such other information as the Administrative Agent deems appropriate in its sole discretion consistent
with its lending criteria as it exists at such time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum
Loan Amount;


 


(ii)         The
Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing
Base Notice”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had
a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.4(c)(i); and


 




    	 	30	 



     


    

 


(iii)        Until
the Borrowing Base is redetermined in accordance with this Section 2.4, the then-existing Borrowing Base will remain in
effect. Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by all of the Lenders
as provided in this Section 2.4(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Borrowing Base
then in effect must be approved or be deemed to have been approved by the Required Lenders as provided in this Section 2.4(c)(iii).
Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing
Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15)
days (A) in the case of any Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, any Lender
has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an
approval of the Proposed Borrowing Base and (B) in the case of any Proposed Borrowing Base that would increase the Borrowing Base
then in effect, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence
shall be deemed to be a disapproval of the Proposed Borrowing Base. If, at the end of such 15-day period, all of the Lenders, in
the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case
of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of
a decrease or reaffirmation, deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing
Base effective on the date specified in Section 2.4(d). If, however, at the end of such 15-day period, all of the Lenders
or the Required Lenders, as applicable, have not approved or, in the case of a decrease or reaffirmation, deemed to have approved,
as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to (x)
in the case of a decrease or reaffirmation, a number of Lenders sufficient to constitute the Required Lenders and (y) in the case
of an increase, all of the Lenders, and such amount shall become the new Borrowing Base effective on the date specified in Section
2.4(d).


 


(d)          Effectiveness
of a Redetermined Borrowing Base. After a redetermined Borrowing Base which maintains or decreases the Borrowing Base is approved
or is deemed to have been approved by the Required Lenders and after a redetermined Borrowing Base which increases the Borrowing
Base is approved by the Lenders, pursuant to Section 2.4(c)(iii), the Administrative Agent shall notify the Borrower and
the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount
shall become the new Borrowing Base effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the
Lenders:


 


(i)          in
the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to
be delivered by the Borrower pursuant to clauses (a) and (c) of Section 5.13 in a timely and complete manner, then on the
May 1 or November 1 (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such
notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower
pursuant to clauses (a) and (c) of Section 5.13 in a timely and complete manner, then on the Business Day next succeeding
delivery of such notice; and


 


(ii)         in
the case of an Interim Redetermination and any other redetermination provided for in this Agreement (other than a Scheduled
Redetermination), on the Business Day next succeeding delivery of such notice. Such amount shall then become the Borrowing
Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date, or the next adjustment to the
Borrowing Base pursuant to this Agreement, whichever occurs first.


 




    	 	31	 



     


    

 


(e)          Other
Redeterminations. In addition to the Borrowing Base redeterminations provided for otherwise in this Section 2.4
or any other provision of this Agreement, effective immediately upon each occurrence of a Triggering Event, the then-effective
Borrowing Base shall automatically reduce on the date of the occurrence of such Triggering Event by the amount of the Borrowing
Base value attributable to such disposed Oil and Gas Properties, hedge positions or Hedging Transactions, as applicable, in the
calculation of the then-effective Borrowing Base and the Administrative Agent shall promptly notify the Borrower in writing of
such reduced Borrowing Base pursuant to this Section 2.4(e). In connection with any automatic reduction of the Borrowing
Base under this Section 2.4(e), Borrower shall provide Administrative Agent and the Lenders with such information regarding
Borrower’s and its Subsidiaries’ business (including, without limitation, its Oil and Gas Properties, the proven reserves,
and production relating thereto) as Administrative Agent or any Lender may request, including an updated Reserve Report prepared
by an Approved Petroleum Engineer.


 


Section
2.5.         Funding of Borrowings.


 


(a)          Each
Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available
funds by 11:00 a.m. to the Administrative Agent at the Payment Office. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date,
to an account maintained by the Borrower with the Administrative Agent or, at the Borrower’s option, by effecting a wire
transfer of such amounts to an account designated by the Borrower to the Administrative Agent.


 


(b)          Unless
the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a
Borrowing in which such Lender is to participate 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 amount available to the Administrative
Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date
a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on
the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base
Rate at all times thereafter. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this subsection
shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice
any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.


 


(c)          All
Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any
default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made
by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.


 




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Section
2.6.          Interest Elections.


 


(a)           Each
Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing. Thereafter, the Borrower may elect to
convert such Borrowing into a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered
a separate Borrowing.


 


(b)          To
make an election pursuant to this Section, the Borrower shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing that is to be converted or continued, as the case may be, substantially in the
form of Exhibit 2.6 attached hereto (a “Notice of Conversion/Continuation”) (x) prior to 10:00 a.m. one
(1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business
Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and, if different options
are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing),
(ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day,
(iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing, and (iv) if the resulting Borrowing
is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests
a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period
of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
and Base Rate Borrowings set forth in Section 2.3.


 


(c)          If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice
of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected
to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing
if a Default or an Event of Default exists, unless the Administrative Agent and each of the Lenders shall have otherwise consented
in writing. No conversion of any Eurodollar Loan shall be permitted except on the last day of the Interest Period in respect thereof.


 


(d)          Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


Section
2.7.          Optional Reduction and Termination of Commitments.


 


(a)           Unless
previously terminated, all Commitments and LC Commitments shall terminate on the Commitment Termination Date.


 




    	 	33	 



     


    

 


(b)          Upon
at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative
Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Maximum Loan Amount in part or terminate the Aggregate
Commitments (and by virtue thereof, all Commitments) in whole; provided that (i) any partial reduction shall apply to reduce
proportionately among Lenders (in accordance with their Pro Rata Shares) and permanently the Loan Commitment of each Lender, (ii)
any partial reduction pursuant to this Section shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000,
and (iii) no such reduction shall be permitted which would reduce the Aggregate Commitment to an amount less than the aggregate
outstanding Credit Exposure of all Lenders. Any such reduction in the Aggregate Commitment below the principal amount of the LC
Commitment shall result in a dollar-for-dollar reduction in the LC Commitment.


 


(c)          With
the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the
Maximum Loan Amount (and by virtue thereof, all of the Commitment) of a Defaulting Lender, and in such event the provisions of
Section 2.24 will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under
this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination
will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Issuing Bank or any
other Lender may have against such Defaulting Lender.


 


(d)          After
the receipt of a New Borrowing Base Notice, the Borrower may reduce the Commitments of the Lenders (the “Reduced Commitment”),
provided that (i) the reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000
and (ii) the Credit Exposures do not exceed the Reduced Commitment. To effectuate a Reduced Commitment, within three (3) Business
Days after the Administrative Agent sends the Borrower a New Borrowing Base Notice, the Borrower must submit a written notice to
the Administrative Agent of its election to reduce the Commitments (the “Commitment Reduction Notice”). Each
Commitment Reduction Notice shall be irrevocable. Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with each Lender’s Pro Rata Share. Notwithstanding any Commitment Reduction Notice, all relevant determinations
under this Agreement based upon the Borrowing Base shall use the Borrowing Base as set forth in the New Borrowing Base Notice until
the next Scheduled Redetermination or Interim Redetermination. If the Borrower desires to later reinstate any Commitment reduction
set forth in a Commitment Reduction Notice, the Borrower may do so only (1) with the written consent of all Lenders, and (2) after
paying to the Lenders Commitment increase fees or upfront fees requested by the Lenders. For the avoidance of doubt, no Reduced
Commitment of any Lender shall be increased by any subsequent increase, reaffirmation or reduction of the Borrowing Base (notwithstanding
such Lender's approval of such Borrowing Base) unless such Lender expressly consents in writing to such increased Commitment.


 


Section
2.8.          Repayment of Loans.
The outstanding principal amount of all Loans shall be due and payable (together with accrued and unpaid interest thereon) on
the Commitment Termination Date.


 




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Section
2.9.          Evidence of Indebtedness.


 


(a)          Each
Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable
thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records
in which shall be recorded (i) the Commitment and Maximum Commitment of each Lender, (ii) the amount of each Loan made hereunder
by each Lender, the Type thereof and, in the case of each Eurodollar Loan, the Interest Period applicable thereto, (iii) the date
of any continuation of any Loan pursuant to Section 2.6, (iv) the date of any conversion of all or a portion of any Loan
to another Type pursuant to Section 2.6, (v) the date and amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder in respect of the Loans and (vi) both the date and amount of any sum
received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro Rata Share
thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations
of the Borrower therein recorded; provided that the failure or delay of any Lender or the Administrative Agent in maintaining
or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay
the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.


 


(b)          This
Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit
agreement. However, at the request of any Lender at any time, the Borrower agrees that it will prepare, execute and deliver to
such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment permitted hereunder) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).


 


Section
2.10.       Optional Prepayments.
The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium
or penalty, by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later
than (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to
the date of such prepayment, and (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one (1) Business
Day prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment
and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative
Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated
in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12(c);
provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto,
the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan shall be
in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.2.
Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.


 







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Section
2.11.        Mandatory Prepayments.


 


(a)           Upon
any redetermination of or any other adjustment to the amount of the Borrowing Base in accordance with Section 2.4 (other
than in accordance with Section 2.4(e)) or otherwise pursuant to this Agreement, if the total Credit Exposures exceeds the
redetermined or adjusted Borrowing Base, then the Borrower shall (i) at its election (A) prepay the Loans in an aggregate principal
amount equal to such Borrowing Base Deficiency, (B) execute documentation reasonably acceptable to the Administrative Agent to
create a first priority perfected Lien in additional Oil and Gas Properties with value and quality satisfactory to the Administrative
Agent and the Required Lenders in their sole discretion not currently subject to a mortgage Lien in favor of the Administrative
Agent pursuant to the Collateral Documents of equal or greater value to such Borrowing Base Deficiency, (C) prepay the Loans in
five (5) equal monthly installments each equal to one-fifth of such Borrowing Base Deficiency, the first of which shall be due
on the thirtieth (30th) day following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d)
or the date the adjustment occurs; or (D) any combination of the foregoing and (ii) if any excess remains after prepaying all of
the Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess
to be held as cash collateral as provided in Section 2.21(g). The Borrower shall be obligated to (1) within ten (10) days
following its receipt of the New Borrowing Base Notice in accordance with Section 2.4(d) or the date the adjustment occurs,
give written notice to the Administrative Agent of its election to cure such Borrowing Base Deficiency pursuant to the applicable
subclause (A) – (D) of Section 2.11(a)(i) and (2) make such prepayment, execute such documentation, make all such
installment payments and/or deposit of cash collateral on the date which is thirty (30) days (with regards to clauses (i)(A) and
(i)(B) of the immediately preceding sentence) or on the date which is one-hundred fifty (150) days (with regards to clauses (i)(C)
and (i)(D) in the immediately preceding sentence) following its receipt of the New Borrowing Base Notice in accordance with Section
2.4(d) or the date the adjustment occurs; provided that all payments required to be made pursuant to this Section
2.11(a) must be made on or prior to the Commitment Termination Date.


 


(b)          Upon
each automatic reduction of the Borrowing Base under Section 2.4(e) from the occurrence of a Triggering Event, if a Borrowing
Base Deficiency then exists or results therefrom, then, on the date of such reduction, Borrower shall prepay the Loans in an aggregate
principal amount equal to such Borrowing Base Deficiency, and if any Borrowing Base Deficiency remains after prepaying all of the
Loans as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing
Base Deficiency to be held as cash collateral as provided in Section 2.21(g).


 


(c)          Any
prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to
the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second,
to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant
to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares
of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based
on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Loans, until
the same shall have been paid in full, pro rata to the Lenders based on their respective Commitments; and fifth,
to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid fees thereon.


 


Section
2.12.        Interest on Loans.


 


(a)          The
Borrower shall pay interest on (i) each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to
time and (ii) each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan plus
the Applicable Margin in effect from time to time.


 


(b)          Notwithstanding
subsection (a) of this Section, at the option of the Required Lenders if an Event of Default has occurred and is continuing, and
automatically after acceleration or with respect to any past due amount hereunder, the Borrower shall pay interest (“Default
Interest”) with respect to all Eurodollar Loans at the rate per annum equal to 200 basis points above the otherwise
applicable interest rate for such Eurodollar Loans for the then-current Interest Period until the last day of such Interest Period,
and thereafter, and with respect to all Base Rate Loans and all other Obligations hereunder (other than Loans), at the rate per
annum equal to 200 basis points above the otherwise applicable interest rate for Base Rate Loans.


 




    	 	36	 



     


    

 


(c)          Interest
on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of
any repayment thereof. Interest on all outstanding Base Rate Loans shall be payable quarterly in arrears on the last day of each
March, June, September and December and on the Commitment Termination Date. Interest on all outstanding Eurodollar Loans shall
be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest
Period in excess of three months, on each day which occurs every three months after the initial date of such Interest Period, and
on the Commitment Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid or prepaid
shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid)
thereof. All Default Interest shall be payable on demand.


 


(d)          The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower
and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive
and binding for all purposes, absent manifest error.


 


Section
2.13.        Fees.


 


(a)          The
Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon
in writing by the Borrower and the Administrative Agent.


 


(b)          The
Borrower agrees to pay to the Administrative Agent for the account of each Lender an unused commitment fee, which shall accrue
at the Applicable Percentage per annum (determined daily in accordance with Schedule I) on the daily amount of the
unused Commitment of such Lender during the Availability Period. For purposes of computing the unused commitment fee, the Commitment
of each Lender shall be deemed used to the extent of the outstanding Loans and LC Exposure of such Lender.


 


(c)          The
Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee with respect to
its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar
Loans then in effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of Credit during
the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit
expires or is drawn in full (including, without limitation, any LC Exposure that remains outstanding after the Commitment Termination
Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at 0.175% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability
Period (or until the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the Issuing Bank’s
standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the Loans to the rate for Default
Interest pursuant to Section 2.12(b), the rate per annum used to calculate the letter of credit fee pursuant to clause
(i) above shall automatically be increased by 200 basis points.


 




    	 	37	 



     


    

 


(d)          Accrued
fees under subsections (b) and (c) of this Section shall be payable quarterly in arrears on the last day of each March, June, September
and December, commencing on June 30, 2019, and on the Commitment Termination Date (and, if later, the date the Loans and LC Exposure
shall be repaid in their entirety); provided that any such fees accruing after the Commitment Termination Date shall be
payable on demand.


 


Section
2.14.      Computation of Interest and Fees.
Interest hereunder based on the Administrative Agent’s prime lending rate shall be computed on the basis of a year of 365
days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last
day). All other interest and all fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number
of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all
purposes.


 


Section
2.15.       Inability to Determine Interest Rates.


 


(a)          If,
prior to the commencement of any Interest Period for any Eurodollar Borrowing:


 


(i)          the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Adjusted
LIBO Rate (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest
Period, or


 


(ii)         the
Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate for such Interest Period
will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Loans for such
Interest Period,


 


the Administrative Agent shall give written
notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.
Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) the obligations of the Lenders to make Eurodollar Loans or to continue or convert outstanding Loans as or into
Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless
the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which
a Notice of Borrowing or a Notice of Continuation/Conversion has previously been given that it elects not to borrow, continue or
convert to a Eurodollar Borrowing on such date, then such Borrowing shall be made as, continued as or converted into a Base Rate
Borrowing.


 




    	 	38	 



     


    

 


(b)          If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set
forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen
Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor
to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention
for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to
this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable
(but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding
anything to the contrary in Section 10.2, such amendment shall become effective without any further action or consent of
any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of
the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating
that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with
this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.15(b),
only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such
time on a current basis), (x) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Notice of Borrowing requests a Eurodollar Borrowing,
such Borrowing shall be made as a Base Rate Borrowing; provided, that, if such alternate rate of interest shall be less
than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


Section
2.16.       Illegality.
If any Change in Law shall make it unlawful or impossible for any Lender to perform any of its obligations hereunder or to make,
maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall
promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent
and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make
Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of
the making of a Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate Loan as part of the same Borrowing
for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base
Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may
lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully
continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving
such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need
for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise
of its discretion.


 


Section
2.17.       Increased Costs.


 


(a)          If
any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement that is not otherwise
included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or


 


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


 







    	 	39	 



     


    

 


(iii)        impose
on any Lender, the Issuing Bank or the eurodollar interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;
and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or
maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender
or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation with
respect to Letters of Credit) or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder
(whether of principal, interest or any other amount),


 


then, from time to time, such Lender or the
Issuing Bank may provide the Borrower (with a copy thereof to the Administrative Agent) with written notice and demand with respect
to such increased costs or reduced amounts, and within five (5) Business Days after receipt of such notice and demand the Borrower
shall pay to such Lender or the Issuing Bank, as the case may be, such additional amounts as will compensate such Lender or the
Issuing Bank for any such additional or increased costs incurred or reduction suffered.


 


(b)          If
any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s
capital (or on the capital of the Parent Company of such Lender or the Issuing Bank) as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such Lender, the Issuing Bank or such Parent Company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies
or the policies of such Parent Company with respect to capital adequacy and liquidity), then, from time to time, such Lender or
the Issuing Bank may provide the Borrower (with a copy thereof to the Administrative Agent) with written notice and demand with
respect to such reduced amounts, and within five (5) Business Days after receipt of such notice and demand the Borrower shall pay
to such Lender or the Issuing Bank, as the case may be, such additional amounts as will compensate such Lender, the Issuing Bank
or such Parent Company for any such reduction suffered.


 


(c)          A
certificate of such Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender, the Issuing
Bank or the Parent Company of such Lender or the Issuing Bank, as the case may be, specified in subsection (a) or (b) of this Section
shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error.


 


(d)          Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation.


 


Section
2.18.        Funding Indemnity. In the event of (a) the payment
of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar
Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any
such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender,
for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall
be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would
have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate
applicable to such Eurodollar 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, convert or continue, for the period that would have been the
Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such
Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or
converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to
any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative
Agent) shall be conclusive, absent manifest error.


 





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Section
2.19.       Taxes.


 


(a)          Defined
Terms. For purposes of this Section 2.19, the term “Lender” includes Issuing Bank and 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(c)          Payment
of Other Taxes by the Borrower. The Borrower 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.


 


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


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 10.4(d) 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).


 




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(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section 2.19, the Borrower or other Loan Party shall deliver to the Administrative Agent the original or
a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(g)          Status
of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable 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 2.19(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,


 


(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 originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(i)          in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN 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 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;


 




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(ii)         executed
originals of IRS Form W-8ECI;


 


(iii)        in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit 2.19A to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or


 


(iv)        to
the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.19B or Exhibit 2.19C, IRS
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.19D on behalf of
each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed originals 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.


 




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(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 2.19 (including by the payment of additional amounts
pursuant to this Section 2.19), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)          Survival.
Each party’s obligations under this Section 2.19 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 


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


 


(a)          The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of
LC Disbursements, or of amounts payable under Section 2.17, 2.18 or 2.19, or otherwise) prior to 12:00 noon
on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding
or deduction of taxes. 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 the Payment Office, except payments to be made directly to the Issuing Bank as expressly
provided herein and except that payments pursuant to Sections 2.17, 2.18, 2.19 and 10.3 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 made payable for the period of such extension. All payments hereunder
shall be made in Dollars.


 


(b)          If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied as follows: first, to all
fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents; second,
to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant
to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares
of such fees and expenses; third, to all interest and fees then due and payable hereunder, pro rata to the Lenders
based on their respective pro rata shares of such interest and fees; and fourth, to all principal of the Loans and
unreimbursed LC Disbursements then due and payable hereunder, pro rata to the parties entitled thereto based on their respective
pro rata shares of such principal and unreimbursed LC Disbursements.


 




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(c)          If
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 or participations in LC Disbursements that would result in such Lender receiving payment of a greater
proportion of the aggregate amount of its Credit Exposure and accrued interest and fees thereon than the proportion received by
any other Lender with respect to its Credit Exposure, then the Lender receiving such greater proportion shall purchase (for cash
at face value) participations in the Credit Exposure 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
Credit Exposure; provided that (i) if any such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this subsection 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 (including the application of funds arising from the existence
of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as
to which the provisions of this subsection 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.


 


(d)          Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.


 




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Section
2.21.       Letters of Credit.


 


(a)          During
the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to subsections (d) and
(e) of this Section, may, in its sole discretion, issue, at the request of the Borrower, Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the
earlier of (A) the date one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Commitment Termination
Date; (ii) each Letter of Credit shall be in a stated amount of at least $5,000; (iii) the Borrower may not request any Letter
of Credit if, after giving effect to such issuance, (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate
Credit Exposure of all Lenders would exceed the Aggregate Commitment Amount; and (iv) the Borrower shall not request, and the Issuing
Bank shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (A) to
fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding,
is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement.
Each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse
a participation in each Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn
under such Letter of Credit on the date of issuance. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment
of each Lender by an amount equal to the amount of such participation.


 


(b)          To
request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower
shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the
requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended,
renewed or extended, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of
Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such
Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have
executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing
Bank shall reasonably require; provided that in the event of any conflict between such applications, agreements or instruments
and this Agreement, the terms of this Agreement shall control.


 


(c)          At
least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received such notice, and, if not, the Issuing Bank will provide
the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent, on or
before the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit, directing the
Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations
set forth in subsection (a) of this Section or that one or more conditions specified in Article III are not then satisfied,
then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in
accordance with the Issuing Bank’s usual and customary business practices.


 




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(d)          The
Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following
its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether
the Issuing Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such
LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower
shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to
the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing
in funds other than from the proceeds of Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact
amount due to the Issuing Bank; provided that for purposes solely of such Borrowing, the conditions precedent set forth
in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance
with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to
the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.5. The proceeds of such Borrowing
shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.


 


(e)          If
for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not,
made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the
participation that such Lender purchased pursuant to subsection (a) of this Section in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation
to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against
the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination
of the Aggregate Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its
Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of
any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds,
the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the
Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be,
will distribute to such Lender its Pro Rata Share of such payment; provided that if such payment is required to be returned
for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding,
such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative
Agent or the Issuing Bank to it.


 


(f)          To
the extent that any Lender shall fail to pay any amount required to be paid pursuant to subsection (d) or (e) of this Section on
the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from
such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided that
if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively
to the due date, such Lender shall be obligated to pay interest on such amount at the Base Rate.


 




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(g)          If
any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative
Agent or the Required Lenders demanding that its reimbursement obligations with respect to the Letters of Credit be Cash Collateralized
pursuant to this subsection, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to 105% of the aggregate LC Exposure of
all Lenders as of such date plus any accrued and unpaid fees thereon; provided that such obligation to Cash Collateralize
the reimbursement obligations of the Borrower with respect to the Letters of Credit shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in Section 8.1(g) or (h). Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Borrower agrees
to execute any documents and/or certificates to effectuate the intent of this subsection. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it had not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated,
with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the
other Loan Documents. If the Borrower is required to Cash Collateralize its reimbursement obligations with respect to the Letters
of Credit as a result of the occurrence of an Event of Default, such cash collateral so posted (to the extent not so applied as
aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.


 


(h)          Upon
the request of any Lender, but no more frequently than quarterly, the Issuing Bank shall deliver (through the Administrative Agent)
to each Lender and the Borrower a report describing the aggregate Letters of Credit then outstanding. Upon the request of any Lender
from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with
respect to each Letter of Credit then outstanding.


 


(i)          The
Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall
be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any
of the following circumstances:


 


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


 


(ii)         the
existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have
at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary
or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement
or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;


 


(iii)        any
draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect;


 


(iv)        payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not
comply with the terms of such Letter of Credit;


 




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(v)         any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations
hereunder; or


 


(vi)        the
existence of a Default or an Event of Default.


 


Neither the Administrative Agent, the Issuing
Bank, any Lender nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of
any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing
Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential
damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining whether
drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court
of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 


(j)          Unless
otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable laws,
(i) each standby Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or such
later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit
may be issued), (ii) each documentary Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits
(2007 Revision), International Chamber of Commerce Publication No. 600 (or such later revision as may be published by the International
Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) the Borrower shall specify the foregoing in each
letter of credit application submitted for the issuance of a Letter of Credit.


 


Section
2.22.     Mitigation of Obligations.
If any Lender requests compensation under Section 2.17, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall
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 sole judgment of such Lender, such designation
or assignment (i) would eliminate or reduce amounts payable under Section 2.17 or Section 2.19, 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 costs and expenses incurred by any Lender in connection with such designation
or assignment.


 




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Section
2.23.      Replacement of Lenders.
If (a) any Lender requests compensation under Section 2.17, or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, or (b) any Lender is
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 set forth
in Section 10.4(b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.17
or 2.20, as applicable) and obligations under this Agreement to an assignee that shall assume such obligations (which
assignee may be another Lender); provided that (i) the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the
case of all other amounts), and (iii) in the case of a claim for compensation under Section 2.17 or payments required to
be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and 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
2.24.       Defaulting Lenders.


 


(a)          Cash
Collateral.


 


(i)          At
any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative
Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s
LC Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.24(b)(iv) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than 105% of the Issuing Bank’s LC Exposure with respect to such
Defaulting Lender.


 


(ii)         The
Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent,
for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral as
security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant
to clause (iii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash
Collateral is less than the minimum amount required pursuant to clause (i) above, the Borrower will, promptly upon demand by the
Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate
such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).


 


(iii)        Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.24(a) or Section
2.24(b) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to
fund participations in respect of Letters of Credit or LC Disbursements (including, as to Cash Collateral provided by a Defaulting
Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application
of such property as may otherwise be provided for herein.


 




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(iv)        Cash
Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s LC Exposure shall no longer be required
to be held as Cash Collateral pursuant to this Section 2.24(a) following (A) the elimination of the applicable LC Exposure
(including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative
Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.24(b) through (d)
the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated
LC Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower,
such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.


 


(b)          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)          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 and in Section 10.2.


 


(ii)         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 VIII or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 10.7 shall be applied at such time or times as may be determined by the Administrative
Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank hereunder;
third, to Cash Collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with
Section 2.24(a); fourth, 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; fifth, if so determined by the Administrative Agent and the Borrower, to be held
in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations
with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future LC Exposure with respect
to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.24(a);
sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of
competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists,
to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by
the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement;
and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x)
such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has
not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when
the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans
of, and LC Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans
of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in
L/C Obligations are held by the Lenders pro rata in accordance with their Commitments without giving effect to sub-section (iv)
below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.24(b)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 




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(iii)        (A)
No Defaulting Lender shall be entitled to receive any unused commitment fee pursuant to Section 2.13(b) for any period during
which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have
been required to have been paid to that Defaulting Lender).


 


(B)         Each
Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 2.13(c) for any period during which
that Lender is a Defaulting Lender only to the extent allocable to that portion of its LC Exposure for which it has provided Cash
Collateral pursuant to Section 2.24(a).


 


(C)         With
respect to any unused commitment fee or letter of credit fee not required to be paid to any Defaulting Lender pursuant to clause
(A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such
Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit that has been reallocated to
such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable
to such Defaulting Lender to the extent allocable to the Issuing Bank’s LC Exposure with respect to such Defaulting Lender,
and (z) not be required to pay the remaining amount of any such fee.


 


(iv)        All
or any part of such Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting
Lenders in accordance with their respective Pro Rata Shares of the Commitments (calculated without regard to such Defaulting Lender’s
Commitment) but only to the extent that (x) the conditions set forth in Section 3.2 are satisfied at the time of such reallocation
(and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to
have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate
Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having
become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased
exposure following such reallocation.


 


(v)         If
the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice
to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ LC Exposure with respect
to such Defaulting Lender in accordance with the procedures set forth in Section 2.24(a).


 


(c)          Defaulting
Lender Cure. If the Borrower, the Administrative Agent and Issuing Bank agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice
and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender
will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section
2.24(b)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender
to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been
a Defaulting Lender.


 




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(d)          New
Letters of Credit. So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew
or increase any Letter of Credit unless it is satisfied that it will have no LC Exposure after giving effect thereto.


 


ARTICLE
III



CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT


 


Section
3.1.          Conditions to Effectiveness.
The amendment and restatement of the Existing Credit Agreement, the obligations of the Lenders to make Loans and the obligation
of the Issuing Bank to issue any Letters of Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.2):


 


(a)          The
Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing
Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and
their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed
or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Sole
Lead Arranger.


 


(b)          The
Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative
Agent:


 


(i)          a
counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement;


 


(ii)         a
certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Closing Date, attaching and certifying copies
of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors
or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery
and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer
of such Loan Party executing the Loan Documents to which it is a party;


 


(iii)        certified
copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered
organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from
the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party
is required to be qualified to do business as a foreign corporation, each dated as of a recent date;


 




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(iv)        a
favorable written opinion of Baker & Hostetler LLP, as Nevada and Texas counsel to the Loan Parties dated as of the Closing
Date, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the
Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders
shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative
Agent, the Issuing Bank and the Lenders);


 


(v)         a
certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any
initial Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth
in the Loan Documents are true and correct and (z) since the date of the financial statements of the Borrower described in Section
4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;


 


(vi)        a
duly executed Notice of Borrowing for the initial Borrowing;


 


(vii)       a
duly executed funds disbursement agreement, dated as of the Closing Date together with a report setting forth the sources and uses
of the proceeds hereof;


 


(viii)      a
certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations,
registrations and filings and orders (“Consents”) required or advisable to be made or obtained under any Requirement
of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and
enforceability of the Loan Documents and the Wishbone Acquisition Agreement or any of the transactions contemplated thereby have
been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation
or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof
(including the Wishbone Transactions) is ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B)
certifying that no such Consents are required;


 


(ix)         (A)
a pro forma consolidated income statement as of and for the twelve month period ending on December 31, 2018 (the “Recent
Reporting Date”), giving effect to the Wishbone Transactions and the financing contemplated by this Agreement as if such
transactions had occurred on the first day of such period, (B) a pro forma consolidated balance sheet as of and for the Recent
Reporting Date, giving effect to the Wishbone Transactions and the financing contemplated by this Agreement as if such transactions
had occurred on the Closing Date and (C) a pro forma cash flow statement and projections based on information provided by the sellers
under the Wishbone Acquisition Agreement (collectively, the “Pro Forma Statements and Projections”), in each
case, in form and substance reasonably acceptable by Administrative Agent, together with such information as the Administrative
Agent may reasonably request to confirm the tax, legal and business assumptions made in such Pro Forma Statements and Projections
and pro forma compliance with the financial covenants set forth in Article VI of this Agreement;


 


(x)          a
certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, (A) confirming that each Loan
Party is Solvent before and after giving effect to the funding of the initial Borrowing and the consummation of the Wishbone Transactions
and (B) demonstrating pro forma compliance with the financial covenants set forth in Article VI of this Agreement (and setting
forth in reasonable detail such calculations);


 




    	 	54	 



     


    

 


(xi)         a
reaffirmation and amendment of the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries,
together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions
with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative
Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and
fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties,
as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted
Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital
Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock
or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect
to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower.


 


(xii)        Control
Account Agreements for any Controlled Account, duly executed by each bank or other financial institution with whom any Loan Party
maintains such Controlled Account and the applicable Loan Party.


 


(xiii)       Mortgages
(and, as applicable, reaffirmations and amendments of existing Mortgages) covering such Oil and Gas Properties of the Loan Parties
as requested by the Administrative Agent (which in any event will represent at least eighty percent (80%) of the total value of
the Oil and Gas Properties evaluated by the Initial Reserve Report), duly executed by each applicable Loan Party and evidence satisfactory
to the Administrative Agent that such Mortgages (including, as applicable, existing Mortgages being reaffirmed and amended) create
a first-priority Lien (provided that Excepted Liens of the type described in clauses (i) to (iii) and (v) of the definition thereof
may exist, but subject to the provisos at the end of such definition) on the Oil and Gas Properties of the Loan Parties covered
by such Mortgages (it being understood that any filing or recordation may occur after the Closing Date so long as the Administrative
Agent has the authority to make such filings and recordations on the Closing Date);


 


(xiv)      Transfer
Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage;


 


(xv)       title
information so that, together with title information previously delivered to the Administrative Agent, the Administrative Agent
has received satisfactory title information on at least 80% of the total value of the Oil and Gas Properties of the Borrower covered
by the Initial Reserve Report;


 


(xvi)      to
the extent not previously delivered to the Administrative Agent, true, accurate and complete copies of all Material Agreements;


 


(xvii)     certificates
of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property
and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional
insured, as the case may be, together with a lender’s loss payable endorsement in form and substance satisfactory to the
Administrative Agent;


 


(xviii)    lien
searches, environmental reports, and such other diligence as the Sole Lead Arranger may reasonably require with respect to the
Acquired Assets, including the Phase I report conducted by Environmental Consultants, Inc.;


 




    	 	55	 



     


    

 


(xix)       at
least five (5) Business Days prior to the Closing Date, all documentation and other information required by bank regulatory authorities
or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer”
and anti-money laundering Legal Requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and


 


(xx)        fully
executed copies of the Wishbone Acquisition Agreement and all other material documents and agreements evidencing the Wishbone Transactions,
together with all exhibits and schedules, certified by a Responsible Officer of the Borrower as being true and correct and complete.


 


(c)          The
Wishbone Transactions shall have been consummated (or shall be consummated on the Closing Date substantially simultaneously with
the funding of the requested Loans on the Closing Date) (x) in accordance with applicable Requirements of Law and (y) in accordance
with the terms and conditions of the Wishbone Acquisition Agreement without giving effect to any waiver, modifications or consent
thereunder that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent) unless
approved by the Administrative Agent.


 


(d)          All
approvals of a Governmental Authority or third party necessary in connection with the Wishbone Transactions, the financing and
transactions contemplated hereby and the continued operations of Borrower’s business shall have been obtained and shall be
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 Wishbone Transactions or the
financing thereof, or any transactions contemplated hereby.


 


(e)          There
is no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority
that purports to affect the Wishbone Transactions or the financing thereof, any transaction contemplated hereby, or that could
have a Material Adverse Effect or a material adverse effect on the Wishbone Transactions or the financing thereof, the Acquired
Assets or any transaction contemplated hereby or on the ability of any Loan Party to perform its obligations under the Loan Documents.


 


(f)          Since
December 31, 2018, there has been no event or condition that has had or could reasonably be expected to have a Material Adverse
Effect.


 


(g)          The
purchase price reduction under the Wishbone Acquisition Agreement as a result of title defects, environmental defects, preferential
rights, unobtained consents and casualty losses (as calculated pursuant to Section 7.4 of the Wishbone Acquisition Agreement) shall
not exceed twenty percent (20%) of the Purchase Price (as defined in the Wishbone Acquisition Agreement), unless approved by the
Administrative Agent.


 


Without limiting the generality
of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender
that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document
or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 




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Section
3.2.         Conditions to Each Credit Event.
The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit is subject to Section 2.24(c) and the satisfaction of the following conditions:


 


(a)          at
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default, Event of Default or Borrowing Base Deficiency shall exist;


 


(b)          at
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and
correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse
Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects);


 


(c)          since
December 31, 2018, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;


 


(d)          in
the case of a Borrowing, the Borrower shall have delivered the required Notice of Borrowing; and


 


(e)          the
Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent
or the Required Lenders. 


 


Each Borrowing and each issuance,
amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in subsections (a), (b) and (c) of this Section.


 


Section
3.3.          Delivery of Documents.
All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article, unless otherwise
specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and in sufficient counterparts
or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Administrative Agent, each Lender and the Issuing Bank as follows:


 


Section
4.1.          Existence; Power.
The Borrower and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership
or limited liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority
to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction
where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in
a Material Adverse Effect.


 




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Section
4.2.        Organizational Power; Authorization.
The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s
organizational powers and have been duly authorized by all necessary organizational and, if required, shareholder, partner or
member action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document
to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations
of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity.


 


Section
4.3.        Governmental Approvals; No Conflicts.
The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any
consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained
or made and are in full force and effect and except for filings necessary to perfect or maintain perfection of the Liens created
under the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries or
any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment
to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.


 


Section
4.4.        Financial Statements.
The Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of
December 31, 2018, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the
Fiscal Year then ended, prepared by Eide Bailly LLP and (ii) the unaudited pro forma consolidated balance sheet of the Borrower
and its Subsidiaries as of the Closing Date, and the related unaudited pro forma consolidated statements of income and cash flows
as of the Closing Date, certified by a Responsible Officer. Such financial statements fairly present the consolidated financial
condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in
conformity with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii). Since December 31, 2018, there have been no changes with respect to the Borrower and its
Subsidiaries which have had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect.


 


Section
4.5.         Litigation and Environmental Matters.


 


(a)          No
litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable
possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan
Document.


 


(b)          Except
for the matters set forth on Schedule 4.5:


 


(i)          each
Loan Party and its Properties and operations thereon are, and within all applicable statute of limitation periods have been, in
compliance with all applicable Environmental Laws;


 


(ii)         each
Loan Party has obtained all Environmental Permits required for its operations and each of its Properties, with all such Environmental
Permits being currently in full force and effect, and no Loan Party 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 protested or denied;


 




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(iii)        there
are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any Environmental Liability (including
as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to any Loan Party’s knowledge,
threatened against any Loan Party or any of its Properties or as a result of any operations at such Properties;


 


(iv)        none
of the Properties of the Loan Parties contain or have contained any: (A) underground storage tanks; (B) asbestos-containing
materials; (C) landfills or dumps; (D) hazardous waste management units as defined pursuant to RCRA or any comparable
state law; or (E) 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;


 


(v)         there
has been no Release or, to any Loan Party’s knowledge, threatened Release, of Hazardous Materials at, on, under or from any
Loan Party’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials
required under applicable Environmental Laws at such Properties and, to the knowledge of each Loan Party, 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;


 


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


 


(vii)       to
the knowledge of each Loan Party, 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 Loan Party’s Properties that could reasonably be expected to form
the basis for a claim for Environmental Liability; and


 


(viii)      each
Loan Party has provided to the Administrative Agent complete and correct copies of all material 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 Loan Party’s possession or control and relating to their respective
Properties or operations thereon.


 


Section
4.6.          Compliance with Laws and Agreements.
The Borrower and each of its Subsidiaries is in compliance with (a) all Requirements of Law and all judgments, decrees and orders
of any Governmental Authority and (b) all indentures, agreements or other instruments binding upon it or its properties, except
where non-compliance, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 







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Section
4.7.          Investment Company Act. Neither the
Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an
“investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of
1940, as amended and in effect from time to time, or (b) otherwise subject to any other regulatory scheme limiting its
ability to incur debt or requiring any approval or consent from, or registration or filing with, any Governmental Authority
in connection therewith.


 


Section
4.8.         Taxes.
The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any of its Subsidiaries could become liable
have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to
be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or
its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except
where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary,
as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on
the books of the Borrower and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially
in excess of the amount so provided are anticipated. Neither the Borrower nor any of its Subsidiaries has any obligation to pay
or has any liability with respect to any of their Affiliates’ tax liability. No tax Lien has been filed and, to the knowledge
of any Loan Party, no claim is being asserted with respect to any such tax or other such governmental charge.


 


Section
4.9.         Margin Regulations.
None of the proceeds of any of the Loans or Letters of Credit will be used, directly or indirectly, for “purchasing”
or “carrying” any “margin stock” within the respective meanings of each of such terms under Regulation
U or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X. Neither the Borrower nor any
of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying “margin stock”.


 







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Section
4.10.        ERISA. Each Plan is in substantial
compliance in form and operation with its terms and
with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any
intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any)
which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all
applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from
the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such
determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance
of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event has occurred or is
reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any
of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of
the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation
to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan
(other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA
Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted
successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Borrower or any of
its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under
each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such
Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer
Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of
any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA. None of the Borrower,
any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions
of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of
ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made
contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any
and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing
with applicable regulatory authorities, except as would not reasonably be expected to result in liability to the Borrower or
any of its Subsidiaries. All contributions required to be made with respect to a Non-U.S. Plan have been timely made. Neither
the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal
from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S.
Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial
assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities.


 


Section
4.11.       Ownership of Property; Insurance.


 


(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, all of its personal Properties, in each case free and clear of Liens prohibited
by this Agreement. After giving full effect to the Excepted Liens, each 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 the ownership
of such Properties shall not obligate such 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 such Property set forth in the most recently
delivered Reserve Report that is not offset by a corresponding proportionate increase in such Loan Party’s net revenue interest
in such Property.


 


(b)          All
leases and agreements necessary for the conduct of the business of each Loan Party 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 agreement.


 


(c)          The
rights and Properties presently owned, leased or licensed by each Loan Party including, without limitation, all easements and rights
of way, include all rights and Properties necessary to permit each Loan Party to conduct its business in all respects in the same
manner as its business has been conducted prior to the date hereof.


 


(d)          The
Oil and Gas Properties (and Properties unitized therewith) of each Loan Party have been maintained, operated and developed in a
good and workmanlike manner and in conformity with all Requirements of Law 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 such Loan Party. Specifically in connection with the foregoing, (i) no Oil and Gas Property
of any Loan Party 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 any Loan Party is deviated from
the vertical more than the maximum permitted by Requirements of Law, and such wells are, in fact, 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 such Loan Party. All pipelines, wells, gas processing plants, platforms and other material
improvements, fixtures and equipment owned in whole or in part by each Loan Party 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 such Loan Party, in a manner consistent with such Loan Party’s past practices.


 




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(e)          Each
Loan Party owns, or is licensed or otherwise has the right to use, all patents, trademarks, service marks, trade names, copyrights
and other intellectual property material to its business, and the use thereof by such Loan Party does not infringe in any material
respect on the rights of any other Person. Each Loan Party either owns or has 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
its business 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.


 


(f)          Each
Loan Party has (i) all insurance policies sufficient for the compliance by it with all Requirements of Law and all agreements including
Flood Insurance, if required and (ii) insurance coverage in at least amounts and against such risk (including, without limitation,
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 such Loan Party. The Administrative Agent and the Lenders have been named as additional insureds
in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property
loss insurance.


 


Section
4.12.       Disclosure.


 


(a)          The
Borrower has disclosed to Administrative Agent and the Lenders all agreements, instruments, and corporate or other restrictions
to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, either individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports (including, without
limitation, all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements,
certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified
or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, taken as a whole in light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, the Borrower represents only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time.


 


(b)          As
of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.


 


Section
4.13.       Labor Relations.
There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries,
or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, and no significant
unfair labor practice charges or grievances are pending against the Borrower or any of its Subsidiaries, or, to the Borrower’s
knowledge, threatened against any of them before any Governmental Authority. All payments due from the Borrower or any of its
Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the
books of the Borrower or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 




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Section
4.14.       Subsidiaries.
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation
or organization of, and the type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary
that is a Subsidiary Loan Party, in each case as of the Closing Date. Each Subsidiary of a Loan Party is a wholly owned Subsidiary.


 


Section
4.15.       Solvency.
After giving effect to the execution and delivery of the Loan Documents and the making of the Loans under this Agreement, each
Loan Party is Solvent.


 


Section
4.16.       Deposit and Disbursement Accounts.
Schedule 4.16 lists all banks and other financial institutions at which any Loan Party maintains deposit accounts, lockbox
accounts, disbursement accounts, investment accounts or other similar accounts as of the Closing Date, and such Schedule correctly
identifies the name, address and telephone number of each financial institution, the name in which the account is held, the type
of the account, and the complete account number therefor.


 


Section
4.17.       Collateral Documents.


 


(a)          The
Guaranty and Security Agreement is effective to create in favor of the Administrative Agent for the ratable benefit of the Secured
Parties a legal, valid and enforceable security interest in the Collateral (as defined therein), and when UCC financing statements
in appropriate form are filed in the offices specified on Schedule 3 to the Guaranty and Security Agreement, the Guaranty and Security
Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be perfected by the filing of a UCC financing
statement) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case
prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. When
the certificates evidencing all Capital Stock pledged pursuant to the Guaranty and Security Agreement are delivered to the Administrative
Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such
Capital Stock shall be fully perfected first priority security interests, perfected by “control” as defined in the
UCC.


 


(b)          Each
Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Administrative
Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable Lien on all of such Loan Party’s right,
title and interest in and to the Mortgaged Property of such Loan Party covered thereby and the proceeds thereof, and when such
Mortgage is filed in the real estate records where the respective Mortgaged Property is located, such Mortgage shall constitute
a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property
and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly
permitted by Section 7.2.


 


(c)          No
Loan Party owns any Building (as defined in the applicable Flood Insurance Law) or Manufactured (Mobile) Home (as defined in the
applicable Flood Insurance Law) for which such Loan Party has not delivered to the Administrative Agent evidence reasonably satisfactory
to the Administrative Agent that (a) such Loan Party maintains Flood Insurance for such Building or Manufactured (Mobile) Home
or (b) such Building or Manufactured (Mobile) Home is not located in a Special Flood Hazard Area.


 


Section
4.18.       Restriction on Liens. No Loan Party is a party to
any agreement or arrangement (other than Capital Leases creating Liens permitted by Section 7.2(d), but then only on
the Property subject of such Capital Lease), 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 for the benefit of the Secured Parties on or in
respect of its Properties to secure the Obligations and the Loan Documents.


 







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Section
4.19.       Material Agreements.
As of the Closing Date, all Material Agreements of the Borrower and its Subsidiaries are described on Schedule 4.19, and
each such Material Agreement is in full force and effect. The Borrower does not have any knowledge of any pending amendments or
threatened termination of any of the Material Agreements. As of the Closing Date, the Borrower has delivered to the Administrative
Agent a true, complete and correct copy of each Material Agreement (including all schedules, exhibits, amendments, supplements,
modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).


 


Section
4.20.       Sanctions and Anti-Corruption Laws.


 


(a)          None
of the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, agents or affiliates is a
Sanctioned Person.


 


(b)          Borrower,
its Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrower, the agents of the
Borrower and its Subsidiaries, are in compliance with applicable Anti-Corruption Laws and applicable Sanctions. The Borrower and
its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions
and Anti-Corruption Laws.


 


Section
4.21.      Patriot Act.
Neither any Loan Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the
meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto. Neither
any Loan Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, (b) any of the foreign assets
control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation
or executive order relating thereto or (c) the Patriot Act. None of the Loan Parties (i) is a blocked person described in Section
1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated,
with any such blocked person.


 


Section
4.22.      Gas Imbalances; Prepayments.
Except as set forth on Schedule 4.22 or on the most recent certificate delivered pursuant to Section 5.13(c), on
a net basis there are no gas imbalances, take or pay or other prepayments which would require the Loan Parties to deliver Hydrocarbons
produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding
one percent (1%) of the value of the proved, developed, producing Oil and Gas Properties as set forth on the most recent Reserve
Report delivered pursuant to the terms of this Agreement in the aggregate.


 


Section
4.23.       Marketing of Production.
Except for contracts listed and in effect on the date hereof on Schedule 4.23, and thereafter either disclosed in
writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts
each Loan Party represents it is 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), no material agreements exist which are not cancelable on sixty (60) days’ notice or less without penalty
or detriment for the sale of production from any Loan Party’s Hydrocarbons (including, without limitation, 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.


 




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Section
4.24.      Hedging Transactions and Qualified ECP Guarantor.
Schedule 4.24, as of the date hereof, and after the date hereof, each report required to be delivered by the Borrower
pursuant to Section 5.1(e), sets forth, a true and complete list of all Hedging Transactions 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 thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty
to each such agreement. The Borrower and each Guarantor is a Qualified ECP Guarantor.


 


Section
4.25.       Stanford.
Stanford does not own any Property.


 


Section
4.26.       EEA Financial Institution.
Neither the Borrower nor any Subsidiary is an EEA Financial Institution.


 


ARTICLE
V



AFFIRMATIVE COVENANTS


 


The Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding:


 


Section
5.1.         Financial Statements and Other Information.
The Borrower will deliver to the Administrative Agent and each Lender:


 


(a)          as
soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual audited
report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity
and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in
each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Eide Bailly
LLP or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification,
exception or explanation and without any qualification or exception as to the scope of such audit) to the effect that such financial
statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its
Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants
in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;


 


(b)          as
soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrower, an unaudited consolidated
and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related unaudited
consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter
and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding
Fiscal Quarter and the corresponding portion of the Borrower’s previous Fiscal Year;


 




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(c)          concurrently
with the delivery of the financial statements referred to in subsections (a) and (b) of this Section (other than the financial
statements for the fourth Fiscal Quarter of each Fiscal Year delivered pursuant to subsection (b) of this Section), a Compliance
Certificate signed by the principal executive officer or the principal financial officer of the Borrower (i) certifying as to whether
there exists a Default or Event of Default on the date of such certificate and, if a Default or an Event of Default then exists,
specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting
forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VI, (iii)
specifying any change in the identity of the Subsidiaries as of the end of such Fiscal Year or Fiscal Quarter from the Subsidiaries
identified to the Administrative Agent and the Lenders on the Closing Date or as of the most recent Fiscal Year or Fiscal Quarter,
as the case may be, and (iv) stating whether any change in GAAP or the application thereof has occurred since the date of the mostly
recently delivered audited financial statements of the Borrower and its Subsidiaries, and, if any change has occurred, specifying
the effect of such change on the financial statements accompanying such Compliance Certificate;


 


(d)          concurrently
with the delivery of the financial statements referred to in subsection (a) above, a certificate of the accounting firm that
reported on such financial statements stating whether they obtained any knowledge during the course of their examination of such
financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting
rules or guidelines);


 


(e)          concurrently
with the delivery of the financial statements referred to in subsection (b) of this Section, a certificate signed by the principal
executive officer or the principal financial officer of the Borrower setting forth as of a recent date, a true and complete list
of all Hedging Transactions of the Loan Parties, the material terms thereof (including the type, term, effective date, termination
date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto
not listed on Schedule 4.24, any margin required or supplied under any credit support document, and the counterparty
to each such agreement;


 


(f)          concurrently
with the delivery of the financial statements referred to in subsection (b) of this Section, a certificate signed by the principal
executive officer or the principal financial officer of the Borrower setting forth information as to quantities or production from
the Loan Parties’ Oil and Gas Properties, volumes of production sold, pricing, purchasers of production, gross revenues,
lease operating expenses, and such other information as the Administrative Agent may reasonably request with respect to the relevant
quarterly period;


 


(g)          promptly
following the written request of the Administrative Agent, a list of all Persons purchasing Hydrocarbons from any Loan Party; and


 


(h)          promptly
following any request therefor, (i) such other information regarding the results of operations, business affairs and financial
condition of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request and (ii)
information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable
“know your customer” requirements under the Patriot Act or other applicable anti-money laundering laws.


 


Section
5.2.         Notices of Material Events.
The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


(a)          the
occurrence of any Default or Event of Default;


 


(b)          the
filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental
Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries which, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;


 




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(c)          the
occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental
Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;


 


(d)          promptly
and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know
that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and
the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS
pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC
or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded
Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations
hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability,
(3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any
of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code
which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate,
a detailed written description thereof from the chief financial officer of the Borrower;


 


(e)          the
occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice
of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries;


 


(f)          any
material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination,
expiration or loss of any Material Agreement;


 


(g)          any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(h)          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.         


 


The Borrower will furnish
to the Administrative Agent and each Lender the following:


 


(x)          promptly
and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan
Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any
office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility),
(iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification
number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and


 


(y)          as
soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment
obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any Oil and Gas Property.


 




    	 	67	 



     


    

 


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


 


Section
5.3.         Existence; Conduct of Business.
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names 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 are located or the ownership of its Properties requires
such qualification; provided that nothing in this Section shall prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 7.3.


 


Section
5.4.         Compliance with Laws.
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any
Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA
and OSHA, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to promote and
achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable
Anti-Corruption Laws and applicable Sanctions.


 


Section
5.5.         Payment of Obligations.
The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity all of its obligations
and liabilities (including, without limitation, all taxes, assessments and other governmental charges, levies and all other claims
that could result in a statutory Lien) 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 Subsidiary 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
5.6.         Books and Records.
The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and
correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary
to prepare the consolidated financial statements of the Borrower in conformity with GAAP.


 


Section
5.7.         Visitation and Inspection.
The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent or any Lender
to visit and inspect its Properties (including its Oil and Gas Properties), to examine its books and records and to make copies
and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent
certified public accountants, all at such reasonable times and as often as the Administrative Agent or any Lender may reasonably
request after reasonable prior notice to the Borrower; provided that if an Event of Default has occurred and is continuing,
no prior notice shall be required.


 


Section
5.8.         Maintenance of Properties; Insurance.
The Borrower will, and will cause each of its Subsidiaries to:


 


(a)          operate
its Oil and Gas Properties and other Properties or cause such Oil and Gas Properties and other Properties to be operated in a careful
and prudent manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements
and in compliance with all Requirements of Law, including, without limitation, applicable proration 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;


 




    	 	68	 



     


    

 


(b)          maintain
and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its Oil and Gas Properties and other
Properties, including, without limitation, all equipment, machinery and facilities;


 


(c)          promptly
pay and discharge, or cause to be paid and discharged, all 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 to keep
unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder;


 


(d)          promptly
perform or 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;


 


(e)          maintain
with financially sound and reputable insurance companies which are not Affiliates of the Borrower (i) insurance with respect to
its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily
insured against by companies in the same or similar businesses operating in the same or similar locations (including, to the extent
applicable, flood insurance) and (ii) all insurance required to be maintained pursuant to the Collateral Documents or any applicable
Requirement of Law, and will, upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate
of a Responsible Officer setting forth the nature and extent of all insurance maintained by the Borrower and its Subsidiaries in
accordance with this Section; and


 


(f)          at
all times shall name the Administrative Agent as additional insured on all liability policies of the Borrower and its Subsidiaries
and as loss payee (pursuant to a loss payee endorsement approved by the Administrative Agent) on all casualty and property insurance
policies of the Borrower and its Subsidiaries and cause such policies to provide that the insurer will give at least thirty (30)
days prior notice of any cancellation to the Administrative Agent.


 


Section
5.9.        Use of Proceeds; Margin Regulations.
The Borrower will use the proceeds of all Loans to finance working capital needs and for other general corporate purposes of the
Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose
in contravention of Section 4.9 or for any purpose that would violate any rule or regulation of the Board of Governors
of the Federal Reserve System, including Regulation T, Regulation U or Regulation X. All Letters of Credit will be used for general
corporate purposes.


 


Section
5.10.      Casualty and Condemnation.
The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured
damage to any material portion of any Collateral or the commencement of any action or preceding for the taking of any material
portion of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar
proceeding and (b) will cause the net cash proceeds of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) to be collected and applied in accordance with the applicable provisions of this Agreement and the Collateral
Documents.


 







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Section
5.11.       Cash Management.
The Borrower shall, and shall cause its Subsidiaries to:


 


(a)          maintain
all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all
deposit accounts, disbursement accounts, investment accounts and lockbox accounts (other than zero-balance accounts for the purpose
of managing local disbursements, payroll, withholding and other fiduciary accounts, all of which the Loan Parties may maintain
without restriction) (each such deposit account, disbursement account, investment account and lockbox account, a “Controlled
Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and other similar items
of payment in such account securing payment of the Obligations, and in which the Borrower and each of its Subsidiaries shall have
granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, perfected either automatically under
the UCC (with respect to Controlled Accounts at SunTrust Bank) or subject to Control Account Agreements;


 


(b)          deposit
promptly, and in any event no later than 10 Business Days after the date of receipt thereof, all cash, checks, drafts or other
similar items of payment relating to or constituting payments made in respect of any and all accounts and other Collateral into
Controlled Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $100,000
at any time; and


 


(c)          at
any time after the occurrence and during the continuance of an Event of Default, at the request of the Required Lenders, the Borrower
will, and will cause each other Loan Party to, cause all payments constituting proceeds of accounts or other Collateral to be directed
into lockbox accounts under agreements in form and substance satisfactory to the Administrative Agent.


 


Section
5.12.       Additional Subsidiaries and Collateral.


 


(a)          In
the event that, subsequent to the Closing Date, any Person becomes a Subsidiary of a Loan Party, whether pursuant to formation,
acquisition or otherwise, (x) the Borrower shall notify the Administrative Agent and the Lenders not less than ten (10) Business
Days prior to the formation or acquisition of such Subsidiary and (y) within five (5) Business Days after such Person becomes a
Subsidiary of a Loan Party, the Borrower shall cause such Subsidiary (i) to become a new Guarantor and to grant Liens in favor
of the Administrative Agent in all of its personal property by executing and delivering to the Administrative Agent a supplement
to the Guaranty and Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, and authorizing
and delivering, at the request of the Administrative Agent, such UCC financing statements or similar instruments required by the
Administrative Agent to perfect the Liens in favor of the Administrative Agent and granted under any of the Loan Documents, (ii)
to grant Liens in favor of the Administrative Agent in such Oil and Gas Properties as requested by the Administrative Agent by
executing and delivering to the Administrative Agent such Mortgages as the Administrative Agent shall require, and (iii) to deliver
all such other documentation (including, without limitation, certified organizational documents, resolutions, lien searches, environmental
reports and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take
pursuant to Section 3.1 if such Subsidiary had been a Loan Party on the Closing Date or that such Subsidiary would be required
to deliver pursuant to Section 5.13 with respect to any Oil and Gas Properties. In addition, within five (5) Business Days
after the date any Person becomes a Subsidiary of a Loan Party, the Borrower shall, or shall cause the applicable Loan Party to
(i) pledge all of the Capital Stock of such Subsidiary to the Administrative Agent as security for the Obligations by executing
and delivering a supplement to the Guaranty and Security Agreement in form and substance satisfactory to the Administrative Agent,
and (ii) if the Capital Stock of such Subsidiary is certificated, deliver the original certificates evidencing such pledged Capital
Stock to the Administrative Agent, together with appropriate powers executed in blank.


 




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(b)          The
Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section,
the Administrative Agent shall have a valid and enforceable, first priority perfected Lien on the property required to be pledged
pursuant to subsection (a) (to the extent that such Lien can be perfected by execution, delivery and/or recording of the Collateral
Documents or UCC financing statements, or possession of such Collateral), free and clear of all Liens other than Liens expressly
permitted by Section 7.2. All actions to be taken pursuant to this Section shall be at the expense of the Borrower or the
applicable Loan Party, and shall be taken to the reasonable satisfaction of the Administrative Agent.


 


Section
5.13.       Reserve Reports.


 


(a)          On
or before April 1 and October 1 of each year, commencing October 1, 2019, the Borrower shall furnish to the Administrative Agent
and the Lenders a Reserve Report evaluating the Oil and Gas Properties of Borrower and its Subsidiaries as of the immediately preceding
January 1 (with respect to the Reserve Report due April 1) and July 1 (with respect to the Reserve Report due October 1). The Reserve
Report due April 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due October
1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve
Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently
prepared by the Approved Petroleum Engineers.


 


(b)          In
the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report
prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and
accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently prepared by the Approved
Petroleum Engineers. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section
2.4(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent
as soon as possible, but in any event no later than thirty (30) days following the receipt of such request.


 


(c)          With
the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from
its principal executive officer or the principal financial 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
and its Subsidiaries owns 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 Excepted Liens and Liens securing the Obligations, (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 4.22 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower
or its Subsidiaries 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 Oil and Gas Properties have been sold since the date of
the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of
its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate
is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve
Report which the Borrower or its Subsidiaries could reasonably be expected to have been obligated to list on Schedule 4.24
had such agreement been in effect on the date hereof and (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 Oil and Gas Properties
evaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with Section 5.15.


 




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Section
5.14.       Title Information.


 


(a)          On
or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 5.13(a), the
Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering the Oil and Gas Properties
evaluated by such Reserve Report as requested by the Administrative Agent (which in any event shall cover, together with title
information previously delivered to the Administrative Agent, at least eighty percent (80%) of the total value of the Oil and Gas
Properties evaluated by such Reserve Report).


 


(b)          If
the Borrower has provided title information under Section 5.14(a), the Borrower shall, or shall cause the applicable Loan
Party to, within sixty (60) days after notice from the Administrative Agent that title defects or exceptions exist with respect
to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to
priority) which are not permitted by Section 7.2 raised by such information, (ii) substitute acceptable Mortgaged Properties
with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (iv), (vi) and (vii)
of such definition) having an equivalent value or (iii) deliver title information in form and substance acceptable to the Administrative
Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative
Agent, satisfactory title information on at least eighty percent (80%) of the total value of the Oil and Gas Properties evaluated
by such Reserve Report.


 


(c)          If
the Borrower or such Loan Party is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured
within the sixty (60) day period or the Borrower does not comply with the requirements under Section 5.14(a), such default
shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the following
remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver
as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or
the Required Lenders are not satisfied with title to any Mortgaged Property after such sixty (60) day period has elapsed, such
unacceptable Mortgaged Property shall not count towards compliance with the requirements of Section 5.14(a), and the Administrative
Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount
as determined by the Required Lenders to cause the Borrower to be in compliance with the requirements of Section 5.14(a).
This new Borrowing Base shall become effective immediately after receipt of such notice.


 




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Section
5.15.       Additional Mortgaged Property.
In connection with each redetermination of the Borrowing Base, the Borrower shall, and shall cause its Subsidiaries to, within
thirty (30) days following the request of the Administrative Agent, grant to the Administrative Agent as security for the Obligations,
a first-priority Lien (provided that Excepted Liens of the type described in clauses (i) to (iii) and (v) of the definition thereof
may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties of the Borrower and
its Subsidiaries not already subject to a Lien of the Collateral Documents (which in any event, when combined with all other Mortgaged
Properties, will represent at least eighty percent (80%) of the total value of the Oil and Gas Properties evaluated by such Reserve
Report). All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security
agreements and financing statements or other Collateral Documents, 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 places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor,
then it shall become a Guarantor and comply with Section 5.12(a).


 


Section
5.16.       Further Assurances.
The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings,
Mortgages and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required
Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect
or perfect the Liens created by the Collateral Documents or the validity or priority of any such Lien, all at the expense of the
Loan Parties. The Borrower also agrees to provide to the Administrative Agent, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the
Collateral Documents. The Borrower hereby authorizes 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 Collateral Documents or any financing statement
covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law. The Borrower
acknowledges and agrees that any such financing statement may describe the collateral as “all assets” of the applicable
Loan Party or words of similar effect as may be required by the Administrative Agent.


 


Section
5.17.       Environmental Matters.


 


(a)          The
Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Loan Party and
each Loan Party’s Properties and operations to comply, in all material respects, with all applicable Environmental Laws;
(ii) not Release or threaten to Release, and shall cause each Loan Party not to Release or threaten to Release, any Hazardous
Material on, under, about or from any of Loan Party’s Properties or any other property offsite the Property to the extent
caused by such Loan Party’s operations except in compliance with applicable Environmental Laws; (iii) timely obtain
or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable
Environmental Laws to be obtained or filed in connection with the operation or use of any Loan Party’s Properties; (iv) promptly
commence and diligently prosecute to completion, and shall cause each Subsidiary 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 Release or threatened Release of any Hazardous Material on, under, about or from any of any Loan Party’s Properties;
(v) conduct, and cause its Subsidiaries 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 Subsidiary to establish and implement, such procedures as may be necessary
to continuously determine and assure that each Loan Party’s obligations under this Section 5.17(a) are timely and
fully satisfied.


 




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(b)          The
Borrower will promptly, but in no event later than five (5) days after any Loan Party obtains knowledge thereof, notify the Administrative
Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened
demand or lawsuit by any Person against any Loan Party or their Properties of which the Borrower has knowledge in connection with
any Environmental Laws if such Loan Party could reasonably anticipate that such action will result in liability (whether individually
or in the aggregate) in excess of $500,000, not fully covered by insurance, subject to normal deductibles.


 


(c)          The
Borrower will, and will cause each Loan Party to, provide environmental assessments, audits and tests requested by the Administrative
Agent and the Lenders in connection with any future acquisitions of Oil and Gas Properties or other Properties.


 


Section
5.18.         Commodity Exchange Act Keepwell Provisions.
The Borrower hereby guarantees the payment and performance of all 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 Guarantee and Security
Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents. The obligations of the
Borrower under this Section 5.18 shall remain in full force and effect until all Obligations are paid in full to the Lenders,
the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower
intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


Section
5.19.         Post-Closing Deliverable.
The Borrower will deliver to the Administrative Agent and each Lender, within 76 days of Closing, copies of the audited consolidated
and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31,
2018.


 


Section
5.20.         Minimum Hedging.
The Borrower will, within sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) after
the Closing Date enter into the Required Hedges and provide reasonably satisfactory evidence thereof to the Administrative Agent.


 


ARTICLE
VI



FINANCIAL COVENANTS


 


The Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding:


 




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Section
6.1.          Leverage Ratio.
Beginning with the fiscal quarter ending June 30, 2019, the Borrower will not, as of the last day of any fiscal quarter, permit
its Leverage Ratio to be greater than 4.0 to 1.0.


 


Section
6.2.          Current Ratio.
Beginning with the fiscal quarter ending June 30, 2019, the Borrower will not permit, as of the last day of any fiscal
quarter, its ratio of Current Assets to Current Liabilities to be less than 1.0 to 1.0.


 


ARTICLE
VII



NEGATIVE COVENANTS


 


The Borrower covenants and
agrees that so long as any Lender has a Commitment hereunder or any Obligation remains outstanding:


 


Section
7.1.         Indebtedness and Preferred Equity.
The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness,
except:


 


(a)          Indebtedness
created pursuant to the Loan Documents;


 


(b)          Indebtedness
of the Borrower and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals
and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;


 


(c)          Indebtedness
of the Borrower or any of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets
or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or
replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided
that the aggregate principal amount of such Indebtedness does not exceed $5,000,000 at any time outstanding;


 


(d)          Indebtedness
of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided that
(i) any such Indebtedness shall be subject to Section 7.4, (ii) such Indebtedness is not is not held, assigned, transferred,
negotiated or pledged to any Person other than a Loan Party, and (iii) any such Indebtedness shall be subordinated to the Obligations
on terms and conditions satisfactory to the Administrative Agent;


 


(e)          Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary Loan Party of Indebtedness of the Borrower or any other
Subsidiary; provided that such Indebtedness is otherwise permitted by this Agreement;


 


(f)          Indebtedness
of the Borrower and its Subsidiaries associated with bonds or surety obligations required by Governmental Authorities in connection
with the operation of the Oil and Gas Properties;


 


(g)          Hedging
Obligations permitted by Section 7.10; and


 




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(h)          other
unsecured Indebtedness of the Borrower or its Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any time
outstanding.


 


The Borrower will not, and
will not permit any Subsidiary to, issue any preferred stock or other preferred equity interest that (i) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Borrower
or such Subsidiary at the option of the holder thereof, in whole or in part, or (iii) is convertible or exchangeable at the option
of the holder thereof for Indebtedness or preferred stock or any other preferred equity interest described in this paragraph, on
or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Commitment Termination Date.


 


Section
7.2.          Liens.
The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any
of its assets or property now owned or hereafter acquired, except:


 


(a)          Liens
securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing
all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject
to the priority of payments set forth in Section 2.20 and Section 8.2;


 


(b)          Excepted
Liens;


 


(c)          Liens
on any property or asset of the Borrower or any of its Subsidiaries existing on the date hereof and set forth on Schedule 7.2;
provided that such Liens shall not apply to any other property or asset of the Borrower or any Subsidiary;


 


(d)          purchase
money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such
fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or
improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i)
such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within
90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to
any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets; and


 


(e)          extensions,
renewals, or replacements of any Lien referred to in subsections (b) through (d) of this Section; provided that the principal
amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the
assets originally encumbered thereby.


 


Section
7.3.          Fundamental Changes.


 


(a)          The
Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any
other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or
a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all
or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate
or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing, (i) the Borrower or any other Loan Party may merge with a Loan Party if the Borrower (or
such Loan Party if the Borrower is not a party to such merger) is the surviving Person and (ii) any Subsidiary may sell, transfer,
lease or otherwise dispose of all or substantially all of its assets to another Loan Party.


 




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(b)          The
Borrower will not, and will not permit any Loan Party to, allow any material change to be made in the character of its business
as an independent oil and gas exploration and production company. From and after the date hereof, the Borrower will not, and will
not permit any Loan Party to, acquire or make any other expenditure (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 of America.


 


(c)          The
Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary other than a wholly owned Subsidiary.


 


Section
7.4.          Investments, Loans.
The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a wholly owned Subsidiary prior to such merger) any Capital Stock, evidence of Indebtedness or other
securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans
or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person
(all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction
or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary,
except:


 


(a)          Investments
(other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);


 


(b)          Permitted
Investments;


 


(c)          Guarantees
by the Borrower and its Subsidiaries constituting Indebtedness permitted by Section 7.1;


 


(d)          Investments
made by the Borrower in or to any Subsidiary (other than Stanford) and by any Subsidiary to the Borrower or in or to another Subsidiary
(other than Stanford);


 


(e)          loans
or advances to employees, officers or directors of the Borrower or any of its Subsidiaries in the ordinary course of business for
travel, relocation and related expenses; provided that the aggregate amount of all such loans and advances does not exceed
$1,000,000 at any time outstanding;


 


(f)          Hedging
Transactions permitted by Section 7.10;


 


(g)          Investments
by the Borrower and its Subsidiaries (other than Stanford) in ownership interests in additional Oil and Gas Properties located
within the geographic boundaries of the United States of America; and


 


(h)          other
Investments which in the aggregate do not exceed $5,000,000 in any Fiscal Year.


 


Section
7.5.         Restricted Payments.
The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except:


 




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(i)          dividends
payable by the Borrower solely in interests of any class of its common equity;


 


(ii)         Restricted
Payments made by any Subsidiary to the Borrower or to another Subsidiary.


 


Section
7.6.          Sale of Properties; Termination of Hedging Transactions.
The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, farm-out, transfer or otherwise
dispose of any of its assets, business or Property or, in the case of any Subsidiary, any shares of such Subsidiary’s Capital
Stock, in each case whether now owned or hereafter acquired, to any Person other than the Borrower or any other Loan Party, or
terminate or otherwise monetize any Hedging Transaction in respect of commodities except:


 


(a)          the
sale or other disposition for fair market value of obsolete or worn out equipment that is no longer necessary for operations disposed
of in the ordinary course of business;


 


(b)          the
sale of Hydrocarbons and Permitted Investments in the ordinary course of business;


 


(c)          the
sale or other disposition (including casualty events) of any Oil and Gas Property by the Borrower and its Subsidiaries or any interest
therein and the termination or monetization of any Hedging Transaction in respect of commodities; provided that:


 


(i)          no
Default or Borrowing Base Deficiency exists or, after giving effect to Section 2.11(b), results from such sale or disposition
of Oil and Gas Property or termination or monetization of any Hedging Transaction in respect of commodities;


 


(ii)         the
Borrower notifies the Administrative Agent and the Lenders not less than ten (10) Business Days prior to such sale or disposition
of Oil and Gas Property or termination or monetization of any Hedging Transaction in respect of commodities;


 


(iii)        100%
of the consideration received in respect of such sale or other disposition or termination shall be cash;


 


(iv)        the
consideration received in respect of such sale or other disposition or termination or monetization of any Hedging Transaction in
respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or
Subsidiary subject of such sale or other disposition, or Hedging Transaction subject of such termination or monetization (as reasonably
determined by the board of directors (or comparable governing body) of the Borrower and, if requested by the Administrative Agent,
the Borrower shall deliver a certificate of the principal executive officer or the principal financial officer of the Borrower
certifying to that effect); and


 


(v)         (A)
such event is not a Triggering Event or (B) such event is a Triggering Event and the Borrowing Base is automatically reduced pursuant
to Section 2.4(e) and (z) the Borrower shall have made the payments, if any, required under Section 2.11(b).


 


Section
7.7.          Transactions with Affiliates.
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except:


 




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(a)          in
the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than
could be obtained on an arm’s-length basis from unrelated third parties;


 


(b)          transactions
between or among the Loan Parties; and


 


(c)          any
Restricted Payment permitted by Section 7.5.


 


Section
7.8.        Restrictive Agreements.
The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to
exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any of its Subsidiaries
to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the
ability of any of its Subsidiaries to pay dividends or other distributions with respect to its Capital Stock, to make or
repay loans or advances to the Borrower or any other Subsidiary thereof, to Guarantee Indebtedness of the Borrower or any other
Subsidiary thereof or to transfer any of its property or assets to the Borrower or any other Subsidiary thereof; provided
that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan
Document and (ii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness.


 


Section
7.9.        Sale and Leaseback Transactions.
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby
it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred.


 


Section
7.10.       Hedging Transactions.


 


(a)         The
Borrower will not, and will not permit any of its Subsidiaries to, enter into or be a party to any Hedging Transaction, other than:


 


(i)          Subject
to clause (b) of this Section 7.10, Hedging Transactions by the Borrower with a Lender-Related Hedge Provider in respect
of commodities entered into not for speculative purposes the notional volumes for which (when aggregated with other commodity Hedging
Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedging Transactions)
do not exceed, as of the date such Hedging Transaction is entered into, (A) for the period from one to forty-eight months following
the date of execution of the Hedging Transaction, (1) eighty percent (80%) of the reasonably anticipated production of crude oil,
(2) eighty percent (80%) of the reasonably anticipated production of natural gas and (3) eighty percent (80%) of the reasonably
anticipated production of natural gas liquids and condensate, in each case, as such production is projected from the Borrower’s
and its Subsidiaries’ proved, developed, producing Oil and Gas Properties as set forth on the most recent Reserve Report
delivered pursuant to the terms of this Agreement, and (B) for the period forty-nine to sixty months following the date of execution
for such Hedging Transaction, (1) fifty percent (50%) of the reasonably anticipated production of crude oil, (2) fifty percent
(50%) of the reasonably anticipated production of natural gas and (3) fifty percent (50%) of the reasonably anticipated production
of natural gas liquids and condensate, in each case, as such production is projected from the Borrower’s and its Subsidiaries’
proved, developed, producing Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms
of this Agreement. It is understood that Hedging Transactions in respect of commodities which may, from time to time, “hedge”
the same volumes, but different elements of commodity risk thereof, shall not be aggregated together when calculating the foregoing
limitations on notional volumes.


 




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(ii)         Hedging
Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with
all other Hedging Transactions of the Borrower then in effect effectively converting interest rates from floating to fixed) do
not exceed fifty percent (50%) of the then outstanding principal amount of the Loan Parties’ Indebtedness for borrowed money
which bears interest at a floating rate, and which Hedging Transactions shall not, in any case, have a tenor beyond the maturity
date of such Indebtedness.


 


(b)          In
no event shall any Hedging Transaction contain any requirement, agreement or covenant for any Loan Party to post collateral or
margin to secure their obligations under such Hedging Transaction or to cover market exposures


 


(c)          The
Borrower will not terminate or monetize any Hedging Transaction in respect of commodities without the prior written consent of
the Required Lenders, except to the extent such terminations are permitted pursuant to Section 7.6.


 


Section
7.11.        Amendment to Material Documents.
The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights under (a) its
certificate of incorporation, bylaws or other organizational documents or (b) any Material Agreements, except in any manner that
would not have an adverse effect on the Lenders, the Administrative Agent, the Borrower or any of its Subsidiaries.


 


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


 


Section
7.13.        Accounting Changes.
The Borrower will not, and will not permit any of its Subsidiaries to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any of its Subsidiaries, except
to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower.


 


Section
7.14.        Lease Obligations.
The Borrower will not, and will not permit any of its Subsidiaries to, create or suffer to exist any obligations for the payment
under operating leases or agreements to lease (but excluding any obligations under leases required to be classified as Capital
Leases under GAAP having a term of five years or more and leases of Hydrocarbon Interests) which would cause the present value
of the direct or contingent liabilities of the Borrower and its Subsidiaries under such leases or agreements to lease, on a consolidated
basis, to exceed $1,000,000 in the aggregate in any Fiscal Year.


 


Section
7.15.        Sanctions and Anti-Corruption Laws. The
Borrower will not, and will not permit any Subsidiary to, request any Loan or Letter of Credit or, directly or indirectly,
use the proceeds of any Loan or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other Person (i) to fund any activities or business of or with any Person, or in any
country or territory, that, at the time of such funding, is the subject of Sanctions, (ii) in any other manner that would
result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit,
whether as the Administrative Agent, any Lender, the Issuing Bank, underwriter, advisor, investor or otherwise), or (iii) in
furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value
to any Person in violation of applicable Anti-Corruption Laws.


 




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Section
7.16.        Gas Imbalances, Take-or-Pay or Other Prepayments.
The Borrower will not, and will not permit any of its Subsidiaries to, allow gas imbalances, take-or-pay or other prepayments
with respect to the Oil and Gas Properties of any Loan Party that would require such Loan Party to deliver Hydrocarbons at some
future time without then or thereafter receiving full payment therefor to exceed one percent (1%) of the value of the proved,
developed, producing Oil and Gas Properties as set forth on the most recent Reserve Report delivered pursuant to the terms of
this Agreement in the aggregate.


 


Section
7.17.        Marketing Activities.
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any contracts for the sale of Hydrocarbons other
than (a) contracts for the sale of Hydrocarbons reasonably estimated to be produced from the Borrower’s or its Subsidiaries’
proved Oil and Gas Properties during the period of such contract and (b) contracts for the sale of Hydrocarbons scheduled or reasonably
estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with
the Oil and Gas Properties of the Borrower or one of its Subsidiaries that the Borrower or one of its Subsidiaries has the right
to sell on behalf of such third parties.


 


Section
7.18.        Non-Qualified ECP Guarantors.
The Borrower shall not permit any Loan Party that is not a Qualified ECP Guarantor to own, at any time, any Oil and Gas Properties
or any Capital Stock in any Subsidiaries.


 


Section
7.19.        Environmental Matters.
The Borrower will not, and will not permit any of its Subsidiaries to, cause or permit any of its Property to be in any material
violation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release
of Hazardous Materials in violation of or to any Remedial Work required under, any Environmental Laws.


 


Section
7.20.        Stanford.
The Borrower will not permit Stanford to own any Property.


 


ARTICLE
VIII



EVENTS OF DEFAULT


 


Section
8.1.         Events of Default.
If any of the following events (each, an “Event of Default”) shall occur:


 


(a)          the
Borrower shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursement, when
and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or


 


(b)          the
Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under subsection
(a) of this Section or an amount related to a Bank Product Obligation) payable under this Agreement or any other Loan Document,
when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business
Days; or


 




    	 	81	 



     


    

 


(c)          any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with
this Agreement or any other Loan Document (including the Schedules attached hereto and thereto), or in any amendments or modifications
hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative
Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement
or any other Loan Document shall prove to be incorrect in any material respect (other than any representation or warranty that
is expressly qualified by a Material Adverse Effect or other materiality, in which case such representation or warranty shall prove
to be incorrect in any respect) when made or deemed made or submitted; or


 


(d)          the
Borrower shall fail to observe or perform any covenant or agreement contained in Section 5.1, 5.2, 5.3, or
5.19 (with respect to the Borrower’s legal existence) or Article VI or VII; or


 


(e)          any
Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to
in subsections (a), (b) and (d) of this Section) or any other Loan Document or related to any Bank Product Obligation, and such
failure shall remain unremedied for 30 days after the earlier of (i) any officer of the Borrower becomes aware of such
failure, or (ii) notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or


 


(f)          (i)
the Borrower or any of its Subsidiaries (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal
of, or premium or interest on, any Material Indebtedness (other than any Hedging Obligation) that is outstanding, when and as the
same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing
such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any Material
Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect
of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any Material
Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness
shall be required to be made, in each case prior to the stated maturity thereof or (ii) there occurs under any Hedging Transaction
an Early Termination Date (as defined in such Hedging Transaction) resulting from (A) any event of default under such Hedging Transaction
as to which the Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Hedging Transaction) and the Hedge
Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $1,000,000 or (B) any Termination
Event (as so defined) under such Hedging Transaction as to which the Borrower or any Subsidiary is an Affected Party (as so defined)
and the Hedge Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $1,000,000 and is not
paid; or


 


(g)          the
Borrower or any of its Subsidiaries shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial
part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in subsection (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or


 




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(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Borrower or any of its Subsidiaries or its debts, or any substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian,
trustee, receiver, liquidator or other similar official for the Borrower or any of its Subsidiaries or for a substantial part of
its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or


 


(i)           the
Borrower or any of its Subsidiaries shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay,
its debts as they become due; or


 


(j)           (i)
an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that
have occurred, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount
exceeding $1,000,000, (ii) there is or arises an Unfunded Pension Liability (not taking into account Plans with negative Unfunded
Pension Liability) in an aggregate amount exceeding $1,000,000, or (iii) there is or arises any potential Withdrawal Liability
in an aggregate amount exceeding $1,000,000; or


 


(k)           any
judgment or order for the payment of money in excess of $1,000,000 in the aggregate shall be rendered against the Borrower or any
of its Subsidiaries, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order
or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; or


 


(l)           any
non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that could reasonably be expected,
either individually or in the aggregate, to have a Material Adverse Effect, and there shall be a period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
or


 


(m)          a
Change in Control shall occur or exist; or


 


(n)          any
provision of the Guaranty and Security Agreement or any other Collateral Document shall for any reason cease to be valid and binding
on, or enforceable against, any Loan Party, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate
its obligation under the Guaranty and Security Agreement or any other Collateral Document (other than the release of any guaranty
or collateral to the extent permitted pursuant to Section 9.11); or


 


(o)          any
Lien purported to be created under any Collateral Document shall fail or cease to be, or shall be asserted by any Loan Party not
to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Collateral Documents;


 




    	 	83	 



     


    

 


then, and in every such event (other than an
event with respect to the Borrower described in subsection (g), (h) or (i) of this Section) and at any time thereafter during the
continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice
to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments,
whereupon the Commitment of each Lender shall terminate immediately, (ii) declare the principal of and any accrued interest
on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, 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 the Borrower, (iii) exercise all remedies contained in any other Loan Document, (iv) require that the Borrower
Cash Collateralize the LC Exposure (in an amount equal to 105% of the LC Exposure) and (v) exercise any other remedies available
at law or in equity; provided that, if an Event of Default specified in either subsection (g), (h) or (i) shall occur, the
Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon,
all fees and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash Collateralize the LC Exposure
(in an amount equal to 105% of the LC Exposure) shall be automatically effective. Notwithstanding anything herein or otherwise
to the contrary, any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) until
such time as such Event of Default is waived in writing in accordance with the terms of Section 10.2 notwithstanding (x) any
attempted cure or other action taken by the Borrower or any other Person subsequent to the occurrence of such Event of Default
or (y) any action taken or omitted to be taken by the Administrative Agent or any Lender prior to or subsequent to the occurrence
of such Event of Default (other than the granting of a waiver in writing in accordance with the terms of Section 10.2).


 


Section
8.2.         Application of Proceeds from Collateral.
All proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Secured Party after an Event
of Default arises shall be applied as follows:


 


(a)          first,
to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral,
until the same shall have been paid in full;


 


(b)          second,
to the fees and other reimbursable expenses of the Administrative Agent and the Issuing Bank then due and payable pursuant to any
of the Loan Documents, until the same shall have been paid in full;


 


(c)          third,
to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same
shall have been paid in full;


 


(d)          fourth,
to the fees and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;


 


(e)          fifth,
to the aggregate outstanding principal amount of the Loans, the LC Exposure, the Bank Product Obligations and the Net Mark-to-Market
Exposure of the Hedging Obligations that constitute Obligations, until the same shall have been paid in full, allocated pro
rata among the Secured Parties based on their respective pro rata shares of the aggregate amount of such Loans, LC Exposure,
Bank Product Obligations and Net Mark-to-Market Exposure of such Hedging Obligations;


 


(f)          sixth,
to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash
collateral held by the Administrative Agent pursuant to this Agreement is at least 105% of the LC Exposure after giving effect
to the foregoing clause fifth; and


 


(g)          seventh,
to the extent any proceeds remain, to the Borrower or as otherwise provided by a court of competent jurisdiction.


 




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All amounts allocated pursuant
to the foregoing clauses third through fifth to the Lenders as a result of amounts owed to the Lenders under the
Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares;
provided that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all
outstanding Letters of Credit pursuant to clauses fifth and sixth shall be distributed to the Administrative Agent,
rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the
benefit of the Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance
with Section 2.21(g). All cash collateral for LC Exposure shall be applied to satisfy drawings under the Letters of Credit
as they occur; if any amount remains on deposit on cash collateral after all letters of credit have either been fully drawn or
expired, such remaining amount shall be applied to other Obligations, if any, in the order set forth above.


 


Notwithstanding the foregoing,
(a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of
the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product
Obligations and Hedging Obligations shall be excluded from the application described above if the Administrative Agent has not
received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the
Bank Product Provider or the Lender-Related Hedge Provider, as the case may be. Each Bank Product Provider or Lender-Related Hedge
Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged
and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates
as if a “Lender” party hereto.


 


ARTICLE
IX



THE ADMINISTRATIVE AGENT


 


Section
9.1.          Appointment of the Administrative Agent.


 


(a)          Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together
with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties
hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to
any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as the Administrative Agent.


 


(b)          The
Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to
act for the Issuing Bank with respect thereto; provided that the Issuing Bank shall have all the benefits and immunities
(i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank
in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters
of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article
included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect
to the Issuing Bank.


 




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(c)          It
is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any similar term)
with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or
reflect only an administrative relationship between contracting parties.


 


Section
9.2.          Nature of Duties of the Administrative Agent.
The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other
Loan Document, and its duties hereunder and thereunder shall be purely administrative in nature. 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 or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated
by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), provided
that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the
avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (c) except
as expressly set forth in the Loan Documents, 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 of its Subsidiaries that is communicated to or obtained
by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action
taken or not taken by it, its sub-agents or its attorneys-in-fact with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 10.2 and Section 8.1) or in the absence of its
own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact except
to the extent that a court of competent jurisdiction determines in a final non-appealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agent or attorneys-in-fact. The Administrative
Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which
notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder)
is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent 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 any
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions
set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative
Agent may consult with legal counsel (including 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 the advice of any such counsel, account or
experts.


 




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Section
9.3.          Lack of Reliance on the Administrative Agent.
Each of the Lenders and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative
Agent, the Issuing Bank 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. Each of the Lenders and the Issuing Bank also acknowledges that
it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such
documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking any action
under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.


 


Section
9.4.          Certain Rights of the Administrative Agent.
If the Administrative Agent shall request instructions from the Required Lenders (or such other number or percentage of the Lenders
as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 10.2 and Section 8.1) with respect to any action or actions (including the failure to act)
in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act unless
and until it shall have received instructions from such Lenders, and the Administrative Agent shall not incur liability to any
Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against
the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with
the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative
Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.2 and Section
8.1) where required by the terms of this Agreement.


 


Section
9.5.          Reliance by the 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 (including any electronic message, posting or other distribution)
believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also 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. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent
public 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 such counsel, accountants or experts.


 


Section
9.6.          The Administrative Agent in its Individual Capacity.
The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document
in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the
Administrative Agent; and the terms “Lenders”, “Required Lenders”, or any similar terms shall, unless
the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative
Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower
or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.


 


Section
9.7.          Successor Administrative Agent.


 


(a)          The
Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower provided
that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed,
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a
commercial bank organized under the laws of the United States or any state thereof or a bank which maintains an office in the United
States.


 




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(b)          Upon
the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall
thereupon 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 under this Agreement and the other Loan
Documents. If, within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this
Section, no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th
day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter
perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint
a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the
provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent and its representatives
and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.


 


(c)          In
addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, and if any Default has arisen
from a failure of the Borrower to comply with Section 2.24(a), then the Issuing Bank may, upon prior written notice to the
Borrower and the Administrative Agent, resign as Issuing Bank effective at 5 p.m. on the Business Day specified in such notice
(which date may not be less than five (5) Business Days after the date of such notice).


 


Section
9.8.         Withholding Tax.
To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an
amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or
any other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender (because the appropriate form was not delivered or was not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative
Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for
all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together
with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.


 


Section
9.9.         The Administrative Agent May File Proofs of Claim.


 


(a)          In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any
Loan or any Credit Exposure 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:


 


(i)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or Credit Exposure
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and its agents and counsel and
all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Section 10.3) allowed in such judicial
proceeding; and


 




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(ii)         to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 


(b)          Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent
shall consent to the making of such payments directly to the Lenders and the Issuing Bank, 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 10.3.


 


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 or
the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the 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
9.10.       Authorization to Execute Other Loan Documents.
Each Lender hereby authorizes the Administrative Agent to execute on behalf of all Lenders all Loan Documents (including, without
limitation, the Collateral Documents and any subordination agreements) other than this Agreement.


 


Section
9.11.        Collateral and Guaranty Matters.
The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the termination
of all Commitments, the Cash Collateralization of all reimbursement obligations with respect to Letters of Credit in an amount
equal to 105% of the aggregate LC Exposure of all Lenders, and the payment in full of all Obligations (other than contingent indemnification
obligations and such Cash Collateralized reimbursement obligations), (ii) that is sold or to be sold as part of or in connection
with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in
accordance with Section 10.2; and


 


(b)          to
release any Loan Party from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder.


 


Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular
types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant
to this Section. In each case as specified in this Section, the Administrative Agent is authorized, at the Borrower’s expense,
to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release
of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from
its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and
this Section.


 




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Section
9.12.       Right to Realize on Collateral and Enforce Guarantee.
Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent
and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to
enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies hereunder and under the
Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative
Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender
may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative
Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities
unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of
the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale
or other disposition.


 


Section
9.13.      Secured Bank Product Obligations and Hedging Obligations.
No Bank Product Provider or Lender-Related Hedge Provider that obtains the benefits of Section 8.2, the Collateral Documents
or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action
or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the
extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to,
Bank Product Obligations and Hedging Obligations unless the Administrative Agent has received written notice of such Obligations,
together with such supporting documentation as the Administrative Agent may request, from the applicable Bank Product Provider
or Lender-Related Hedge Provider, as the case may be.


 


ARTICLE
X



MISCELLANEOUS


 


Section
10.1.       Notices.


 


(a)          Written
Notices.


 


(i)          Except
in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
to any party herein to be effective 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:


 


	 	To the Borrower:	Ring Energy Inc.
	 	 	901 W Wall Street
	 	 	Third Floor
	 	 	Midland, Texas 79701
	 	 	Attention: William R. Broaddrick
	 	 	Telecopy Number: (918) 499-1238 
	 	 	 
	 	With a copy to (for	
	 	information purposes only):	Baker & Hostetler LLP
	 		811 Main Street, Suite 1100
	 	 	Houston, Texas  77002
	 	 	Attention: Mark Jones
	 	 	Telecopy Number: (713) 751-1717 




 







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	 	To the Administrative Agent:	SunTrust Bank
	 	 	3333 Peachtree Road, N.E. / 8th Floor
	 	 	Atlanta, Georgia 30326
	 	 	Attention: Brian Y. Guffin
	 	 	Telecopy Number: (404) 827-6270
	 	 	 
	 	With a copy to (for 	 
	 	Information purposes only):	SunTrust Bank
	 	 	Agency Services 
	 	 	303 Peachtree Street, N.E. / 25th Floor
	 	 	Atlanta, Georgia 30308
	 	 	Attention: Agency Services Manager
	 	 	Telecopy Number: (404) 221-2001
	 	 	 
	 	To the Issuing Bank:	SunTrust Bank
	 	 	Attn: Standby Letter of Credit Dept.
	 	 	245 Peachtree Center Ave., 17th FL
	 	 	Atlanta, Georgia 30303
	 	 	Telephone: (800) 951-7847
	 	 	 
	 	To any other Lender:	the address set forth in the Administrative Questionnaire or the Assignment and Acceptance executed by such Lender.







 


Any party hereto
may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.


 


(ii)         Any
agreement of the Administrative Agent, the Issuing Bank or any Lender herein to receive certain notices by telephone or facsimile
is solely for the convenience and at the request of the Borrower. The Administrative Agent, the Issuing Bank and each Lender shall
be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and
the Administrative Agent, the Issuing Bank and the Lenders shall not have any liability to the Borrower or other Person on account
of any action taken or not taken by the Administrative Agent, the Issuing Bank or any Lender in reliance upon such telephonic or
facsimile notice. The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in
any way or to any extent by any failure of the Administrative Agent, the Issuing Bank or any Lender to receive written confirmation
of any telephonic or facsimile notice or the receipt by the Administrative Agent, the Issuing Bank or any Lender of a confirmation
which is at variance with the terms understood by the Administrative Agent, the Issuing Bank and such Lender to be contained in
any such telephonic or facsimile notice.


 




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(b)          Electronic
Communications.


 


(i)          Notices
and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II unless such Lender,
the Issuing Bank, as applicable, and the Administrative Agent have agreed to receive notices under any Section thereof by electronic
communication and have agreed to the procedures governing such communications. 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.


 


(ii)         Unless
the Administrative Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement) and (B) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (A) of notification that such notice or communication is available and identifying the website address
therefor; provided that, in the case of clauses (A) and (B) above, if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient.


 


(iii)        The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar electronic system.


 


(iv)        THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER (“BORROWER MATERIALS”)
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS IN THE COMMUNICATIONS (AS DEFINED
BELOW) AND FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties have any liability to any Loan Party or any of their respective Subsidiaries,
any Lender, any Issuing Bank or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind, including,
without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses, whether or not based
on strict liability (whether in tort, contract or otherwise), arising out of any Loan Party’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross
negligence or willful misconduct of the Administrative Agent or such Related Party; provided , however, that in no
event shall the Administrative Agent or any Related Party have any liability to any Loan Party or any of their respective Subsidiaries,
any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications.
“Communications” means, collectively, any notice, demand, communication, information, document or other material
provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed
by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including
through the Platform.


 




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(c)          Telephonic
Notices. Unless otherwise expressly provided herein, 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 telecopier or electronic
mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows:


 


(i)          if
to the Borrower, the Administrative Agent or the Issuing Bank, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.2 or to such other address, telecopier number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other parties hereto, as provided in Section 10.0(d);
and


 


(ii)         if
to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative
Questionnaire.


 


(d)          All
such notices and other communications sent to any party hereto in accordance with the provisions of this Agreement or made upon
the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed
for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails,
postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail, to the extent provided in clause (b) above and effective as provided in such clause; provided that notices
and other communications to the Administrative Agent and the Issuing Bank pursuant to Article II shall not be effective until actually
received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.


 


(e)          Loan
Documents may be transmitted and/or signed by facsimile or other electronic communication. The effectiveness of any such documents
and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding
on all Loan Parties, the Administrative Agent, the Issuing Bank and the Lenders.


 


Section
10.2.        Waiver; Amendments.


 


(a)          No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power
hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision
of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be permitted by subsection (b) of this Section, 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
or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether
the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at
the time.


 




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(b)          No
amendment or waiver of any provision of this Agreement or of the other Loan Documents (other than any separate letter agreements
relating to any fees payable to the Administrative Agent and its Affiliates), nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, or the
Borrower and the Administrative Agent with the consent of the Required Lenders, and then such amendment, waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided that, subject to Section
2.15(b), in addition to the consent of the Required Lenders, no amendment, waiver or consent shall:


 


(i)          increase
the Commitment of any Lender without the written consent of such Lender;


 


(ii)         increase
the Borrowing Base without the written consent of each Lender;


 


(iii)        modify
Section 2.4 in any manner without the consent of each Lender; provided that a Scheduled Redetermination may be postponed
by the Required Lenders;


 


(iv)        reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender entitled to such payment;


 


(v)         postpone
the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or any fees hereunder or reduce
the amount of, waive or excuse any such payment, without the written consent of each Lender entitled to such payment, or postpone
the scheduled date for the termination or reduction of the Commitment of any Lender, without the written consent of such Lender;


 


(vi)        (A)
change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender or (B) change Section 8.2 in a manner that would alter the pro rata sharing of
payments or the order of application required thereby without the written consent of each Lender;


 


(vii)       change
any of the provisions of this subsection (b) or the definition of “Required Lenders” or any other provision of this
Agreement specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make
any determination or grant any consent hereunder, without the consent of each Lender;


 


(viii)      release
all or substantially all of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing
any of the Obligations, without the written consent of each Lender; or


 


(ix)         release
all or substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender;


 


provided,
further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations
of the Administrative Agent or the Issuing Bank without the prior written consent of such Person.


 




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Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder
may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction
does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, this Agreement
may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent)
if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended
and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits
of Sections 2.17, 2.18, 2.19 and 10.3), such Lender shall have no other commitment or other obligation
hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its
account under this Agreement.


 


Notwithstanding anything
to the contrary herein, the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement any Loan
Document to cure any obvious ambiguity, omission, mistake, defect or inconsistency.


 


Section
10.3.       Expenses; Indemnification.


 


(a)          The
Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, in connection with the
syndication of the credit facility provided for herein, the preparation and administration of the Loan Documents and any amendments,
modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), including the fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without
limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred
by the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection
with this Agreement, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.


 




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(b)          The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Bank, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time
charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence
or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any other Loan Party, regardless of whether any Indemnitee is a party thereto,
IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE CONTRIBUTORY OR SOLE NEGLIGENCE
OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) a claim brought by the Borrower
or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder. No Indemnitee
shall be liable for any damages arising from the use by others of any information or other materials obtained through Syndtrak,
Intralinks or any other Internet or intranet website, except as a result of such Indemnitee’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment.


 


(c)          The
Borrower shall pay, and hold the Administrative Agent, the Issuing Bank and each of the Lenders harmless from and against, any
and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents,
any collateral described therein or any payments due thereunder, and save the Administrative Agent, the Issuing Bank and each Lender
harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.


 


(d)          To
the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or the Issuing Bank under
subsection (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the
case may be, such Lender’s pro rata share (in accordance with its respective Commitment (or Credit Exposure, as applicable)
determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such.


 


(e)          To
the extent permitted by applicable law, the Borrower, the Administrative Agent and the Lenders shall not assert, and each hereby
waives, any claim against the others (including any Indemnitee), on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to actual or direct 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, the transactions contemplated therein, any Loan or
any Letter of Credit or the use of proceeds thereof; provided that nothing in this clause (e) shall relieve the Borrower
of any obligation it may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages asserted
against such Indemnitee by a third party.


 


(f)          All
amounts due under this Section shall be payable promptly after written demand therefor.





 




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Section
10.4.       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 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 no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer
by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)          Any
Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments, Loans and other Credit Exposure at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


(A)        in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments, Loans and other Credit Exposure
at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and


 


(B)        in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans and Credit Exposure outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans and Credit Exposure of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less and $5,000,000 and in minimum
increments of $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans, other Credit Exposure or the Commitments assigned.


 


(iii)        Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section
and, in addition:


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of such Lender
or an Approved Fund of such Lender;


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; and


 




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(C)         the
consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding).


 


(iv)        Assignment
and Acceptance. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and
Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already
a Lender and (D) the documents required under Section 2.19.


 


(v)         No
Assignment to the certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B).


 


(vi)        No
Assignment to Natural Persons. No such assignment shall be made to a natural person or to any holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural person.


 


(vii)       Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in
the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable
law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.17,
2.18, 2.19 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such
assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
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 subsection (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given
its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice
thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.


 




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(c)          The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Credit Exposure owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). Information contained in the Register with respect
to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior
notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and
from time to time upon reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall serve
as a nonfiduciary agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section,
and the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors,
employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, sell
participations to any Person (other than a natural person (or any holding company, investment vehicle or trust for, or owned and
operated for the primary benefit of, a natural person), any Defaulting Lender or any of its Subsidiaries, the Borrower or any of
the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Issuing Bank 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.


 


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 that is described in clauses (i) through (x) of Section 10.2(b) and that directly affects such Participant. Subject
to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.17,
Section 2.18 and Section 2.19, to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection (b) of this Section; provided that such Participant agrees to be subject to Section 2.22 as
though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7
as though it were a Lender; provided that such Participant agrees to be subject to Section 2.20 as though it were
a Lender.


 




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Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United
States 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”). 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. The Borrower and the Administrative Agent shall have inspection rights to such Participant Register (upon reasonable
prior notice to the applicable Lender) solely for purposes of demonstrating that such Loans or other obligations under the Loan
Documents are in “registered form” for purposes of the Code. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)          A
Participant shall not be entitled to receive any greater payment under Sections 2.17 and 2.19 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 shall not be entitled to the benefits
of Section 2.19 unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.19(e) and (f) as though it were a Lender.


 


(f)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


Section
10.5.       Governing Law; Jurisdiction; Consent to Service
of Process.


 


(a)          This
Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or
otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document,
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Texas.


 


(b)          THE
BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, AND OF ANY APPELLATE COURT THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH DISTRICT COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, SUCH APPELLATE COURT. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement
or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.


 




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(c)            The
Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding described in subsection (b) of this Section and brought in any court referred to in subsection
(b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(d)            Each
party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1.
Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other
manner permitted by law.


 


Section
10.6.          WAIVER OF JURY TRIAL.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section
10.7.          Right of Set-off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each
Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance
of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final)
of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit
or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective
of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be unmatured; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be
paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.24(b)
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for
the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly
to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. Each Lender and the Issuing Bank agrees promptly to notify the Administrative Agent and
the Borrower after any such set-off and any application made by such Lender or the Issuing Bank, as the case may be; provided
that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing
Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other
Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.


 


Section
10.8.          Counterparts; Integration. This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan
Documents, and any separate letter agreements relating to any fees payable to the Administrative Agent and its Affiliates
constitute the entire agreement among the parties hereto and thereto and their affiliates regarding the subject matters
hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.
Delivery of an executed counterpart to this Agreement or any other Loan Document by facsimile transmission or by electronic
mail in pdf format shall be as effective as delivery of a manually executed counterpart hereof.


 




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Section
10.9.          Survival.
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates, reports, notices
or other instruments delivered in connection with or pursuant to this Agreement 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 and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank 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 Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.17, 2.18, 2.19, and 10.3 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


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


 


Section
10.11.         Confidentiality. Each of the
Administrative Agent, the Issuing Bank and the Lenders agrees to take normal and reasonable precautions to maintain the
confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses,
to the extent designated in writing as confidential and provided to it by the Borrower or any of its Subsidiaries, other than
any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be disclosed (i) to
any Related Party of the Administrative Agent, the Issuing Bank or any such Lender including, without limitation,
accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have
jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance Commissioners),
(iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section, or
which becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of any of the
foregoing on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries, (v) in connection
with the exercise of any remedy hereunder or under any other Loan Documents or any suit, action or proceeding relating to
this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (vi) subject to execution by
such Person of an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
or (B) any actual or prospective party (or its Related Parties) to any swap or derivative or other transaction under which
payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) to any
rating agency, (viii) to the CUSIP Service Bureau or any similar organization, or (ix) with the consent of the Borrower. Any
Person required to maintain the confidentiality of any information as provided for in this Section shall be considered to
have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such information as such Person would accord its own confidential information. In the event of any
conflict between the terms of this Section and those of any other Contractual Obligation entered into with any Loan Party
(whether or not a Loan Document), the terms of this Section shall govern.


 




    	 	102	 



     


    

 


Section
10.12.         Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be contracted for, charged,
taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result
of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon
at the Federal Funds Rate to the date of repayment (to the extent permitted by applicable law), shall have been received by such
Lender. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Maximum Rate applicable
to a Lender, such Lender elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to
time in effect. Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations hereunder.


 


Section
10.13.         Waiver of Effect of Corporate Seal.
The Borrower represents and warrants that neither it nor any other Loan Party is required to affix its corporate seal to this
Agreement or any other Loan Document pursuant to any Requirement of Law, agrees that this Agreement is delivered by the Borrower
under seal and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this
Agreement or such other Loan Documents.


 


Section
10.14.         Patriot Act.
The Administrative Agent and each Lender hereby notifies the Loan Parties that, (a) pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name
and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to
identify such Loan Party in accordance with the Patriot Act, and (b) pursuant to the Beneficial Ownership Regulation, it is required
to obtain a Beneficial Ownership Certificate.


 


Section
10.15.         No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party
acknowledges and agrees and acknowledges its Affiliates’ understanding that (i) (A) the services regarding this
Agreement provided by the Administrative Agent, the Sole Lead Arranger and/or the Lenders are arm’s-length commercial
transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the
Administrative Agent, the Sole Lead Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Loan
Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate,
and (C) the Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the
Administrative Agent, the Sole Lead Arranger and the Lenders is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other
Person, and (B) neither the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party
or any of their Affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent, the Sole Lead Arranger, the Lenders and
their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
the Borrower, the other Loan Parties and their respective Affiliates, and each of the Administrative Agent, the Sole Lead
Arranger and the Lenders has no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of
their respective Affiliates.  To the fullest extent permitted by law, each of the Borrower and the other Loan Parties
hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arranger or any Lender
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


 




    	 	103	 



     


    

 


Section
10.16.      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 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
10.17.      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 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 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments or this Agreement;


 


(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 Letters of Credit, the Commitments and this Agreement;


 




    	 	104	 



     


    

 


(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 Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, 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 Letters of Credit, 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 not
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 and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that the Administrative Agent is not a fiduciary with respect to assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan
Document or any document related hereto or thereto).


 


Section
10.18.      Existing Credit Agreement.
This Agreement amends and restates the Existing Credit Agreement in its entirety. On the date of the initial funding of Loans
hereunder, all amounts outstanding under the Existing Credit Agreement shall be paid in full with the proceeds of such Loans and
the “Commitments” (as defined in the Existing Credit Agreement) thereunder shall be terminated. Nothing in this Agreement
shall be construed as a discharge, extinguishment or novation of the “Obligations” of the Loan Parties outstanding
under the Existing Credit Agreement, which Obligations shall remain outstanding under this Agreement after the date hereof as
“Loans”, except as expressly modified hereby or by instruments executed concurrently with this Agreement. All Obligations
of the Borrower hereunder and under the other Loan Documents shall be secured by the Liens and security interests evidenced under
the Loan Documents (as defined in the Existing Credit Agreement), as amended hereby and by any reaffirmation of such Loan Documents.


 


(remainder of page left intentionally blank)


 




    	 	105	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers
as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	RING ENERGY INC.
	 	 	 
	 	By:	 
	 	 	William R. Broaddrick
	 	 	Chief Financial Officer and Secretary


 


Signature Page to

Credit Agreement


 




     


     


    

 


	 	ADMINISTRATIVE AGENT, ISSUING BANK, AND LENDER:
	 	 
	 	SUNTRUST BANK
	 	as the Administrative Agent, as the Issuing Bank and as a Lender
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 


Signature Page to

Credit Agreement


 




     


     


    

 


	 	LENDER:
	 	 
	 	[LENDER]
	 	as a Lender
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to

Credit Agreement


 




     


     


    

 


Schedule
I


 


Applicable Margin and Applicable
Percentage


 


	Pricing Level	 	Borrowing Base

 Utilization 

Percentage	 	Applicable Margin

 for Eurodollar Loans	 	Applicable Margin

 for Base Rate

 Loans	 	Applicable

 Percentage for

 Unused

 Commitment Fee
	I	 	< 25%	 	1.75% per
                                                            annum
	 	0.75% per
                                                            annum
	 	0.300% per
                                                            annum

	II	 	≥ 25% but < 50%	 	2.00% per
                                                            annum
	 	1.00% per
                                                            annum
	 	0.375% per
                                                            annum

	III	 	≥ 50% but < 75%	 	2.25% per
                                                            annum
	 	1.25% per
                                                            annum
	 	0.375% per
                                                            annum

	IV	 	≥ 75% but < 90%	 	2.50% per
                                                            annum
	 	1.50% per
                                                            annum
	 	0.375% per
                                                            annum

	V	 	≥ 90%	 	2.75% per
                                                            annum
	 	1.75% per
                                                            annum
	 	0.500% per
                                                            annum




 


Schedule I to Amended and Restated Credit Agreement


 




     


     


    

 


Schedule
II


 


Maximum Loan Amounts


 


	Lender	 	Pro Rata Share	 	 	Pro Rata Share of 

Borrowing Base	 	 	Maximum Loan

 Amount	 
	SunTrust Bank	 	 	12.941176	%	 	$	55,000,000	 	 	$	129,411,764.72	 
	Compass Bank	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	IBERIABANK	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	Bank of Montreal	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	Capital One, National Association	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	Canadian Imperial Bank of Commerce, New York Branch	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	KeyBank National Association	 	 	10.588235	%	 	$	45,000,000	 	 	$	105,882,352.94	 
	Zions Bancorporation, N.A. dba Amegy Bank	 	 	7.058824	%	 	$	30,000,000	 	 	$	70,588,235.29	 
	U.S. Bank National Association	 	 	7.058824	%	 	$	30,000,000	 	 	$	70,588,235.29	 
	Cadence Bank	 	 	4.705882	%	 	$	20,000,000	 	 	$	47,058,823.53	 
	CrossFirst Bank	 	 	4.705882	%	 	$	20,000,000	 	 	$	47,058,823.53	 
	TOTAL	 	 	100.000000	%	 	$	425,000,000.00	 	 	$	1,000,000,000.00	 



 


Schedule II to Amended and Restated Credit Agreement