prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
5.8 Successors and Assigns. This Ninth Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
5.9 Loan Document. This Ninth Amendment is a "Loan Document" as defined and
described in the Credit Agreement, and all of the terms and provisions of the
Credit Agreement relating to Loan Documents shall apply hereto.
5.10 RELEASE. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER OBLIGOR HEREBY,
FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES
AND FOREVER DISCHARGES EACH LENDER, EACH AGENT, THE ARRANGER, THE ISSUING BANK,
AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING
ATTORNEYS, ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE "RELEASED
PARTIES" AND INDIVIDUALLY A "RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS,
DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES,
COSTS, DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER,
KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW
EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS,
REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE
OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING,
EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF
THE RELEASED PARTIES, IN EACH CASE, ON OR PRIOR TO THE DATE HEREOF AND ARE IN
ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF
THIS NINTH AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE "RELEASED
MATTERS"). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY
ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 5.10 ARE INTENDED TO
COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES
ARISING IN CONNECTION WITH THE RELEASED MATTERS.
5.11 Termination. Notwithstanding anything herein to the contrary, to the extent
the Ninth Amendment Effective Date has not occurred by December 31, 2018, then,
except as stated in the immediately following sentence, (a) this Amendment shall
be null and void and (b) the Existing Credit Agreement shall continue in full
force and effect without giving effect to any amendments, waivers or other
provisions contained herein shall be reinstated. Notwithstanding the foregoing,
the addition of Section 9.26 to the Existing Credit Agreement specified in
Section 2.21 above shall survive any termination pursuant to this Section 5.11.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be
duly executed as of the date first written above.
BORROWER:
LEGACY RESERVES LP
By:
Legacy Reserves GP, LLC,
its
general partner
By:
/s/ James Daniel