Common use of Acknowledgments and Agreements Clause in Contracts

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupment, in each case existing on the date hereof, with respect to such Secured Obligations. The Borrower, Guarantors, Administrative Agent, Issuing Lender and each other party hereto do hereby adopt, ratify, and confirm the Credit Agreement, and acknowledge and agree that the Credit Agreement is and remains in full force and effect, and each Credit Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement and the other Credit Documents are not impaired in any respect by this Agreement. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Issuer does hereby adopt, ratify, and confirm the Indenture and the other Note Documents and acknowledges and agrees that on the date hereof all Obligations Indenture and the other Note Documents are payable without defenseand remain in full force and effect, offset, counterclaim or recoupmentand the Issuer acknowledges and agrees that its respective liabilities and obligations under the Indenture and the other Note Documents are not impaired in any respect by this Supplemental Indenture. (b) The Administrative Agent Issuer hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to the Lenders Trustee in the Indenture or in any other Note Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. (c) For the avoidance of doubt, the Issuer hereby also agrees and acknowledges that Section 2 above shall not operate as a waiver of or otherwise prejudice any of the rights and remedies of the Trustee otherwise other than as expressly provided in Section 2. The Trustee hereby expressly reserve reserves all of their its rights, remedies, and claims under the Loan Note Documents. Nothing in this Agreement Supplemental Indenture shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Note Documents, (iii) any rights or remedies of the Administrative Agent or any Lender Trustee with respect to the Loan Documents, Note or (iv) the rights of the Administrative Agent or any Lender Trustee to collect the full amounts owing to them under the Loan Documents. (c) Each Note Documents as and when such amounts are due and payable under the terms of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementNote Documents. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement Supplemental Indenture is a Loan Note Document for the purposes of the provisions of the other Loan Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Supplemental Indenture shall be a Default or Event of Default, as applicable, under the Credit AgreementIndenture. (e) The Issuer shall indemnify and hold harmless the Trustee from and against any and all damages, losses, costs, and expenses (including, without limitation, legal fees and expenses) relating to this Supplemental Indenture in accordance with Section 7.07 of the Indenture. (f) The Issuer covenants and agrees to pay the Trustee’s fees and expenses in connection with the execution and delivery of this Supplemental Indenture.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in this This Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement, and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the GuarantyGuaranties, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended herebyherby, and the Guaranty, other Credit Documents are not impaired in any respect by this Agreement. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Company acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the BorrowerCompany, the Guarantors, Administrative Agent, Agent and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower Company acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) . From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such Credit Agreement and such Loan Credit Documents as amended by this Agreement. (ed) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Agreement are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended modified by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) EACH OF THE BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS AMENDMENT. EACH OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AMENDMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS PARAGRAPH 7(f), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AMENDMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and , in each case existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the such Obligations. The Borrower, the Guarantors, Administrative Agent, Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (db) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Loan Party waives any defense, offset, counterclaim or recoupment. (b) recoupment with respect thereto. The Administrative Agent Agent, each L/C Issuer, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent, each L/C Issuer, the Collateral Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, each L/C Issuer, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, each L/C Issuer, Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (dc) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) (1) any Default or Event of Default under any of the Loan Documents, (ii2) any of the agreements, terms or conditions contained in any of the Loan Documents, or (iii3) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (ivii) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended and otherwise modified hereby, and acknowledges and agrees that the Credit Agreement, as amended and otherwise modified hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended and otherwise modified hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended and otherwise modified by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Credit Documents are not impaired in any respect by this AgreementAmendment. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement Amendment is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges and agrees that on Secured Obligations (as defined in the date hereof all Obligations Credit Agreement, as amended hereby) are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, Credit Documents or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations outstanding Indebtedness are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Loan Documents, and the GuarantyGuarantee and Collateral Agreement, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment and the other documents executed pursuant hereto. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, Credit Documents or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such Credit Agreement and such Loan Credit Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (ad) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (be) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (cf) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (dg) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (eh) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupmentin each case, existing on the date hereof, with respect to such Obligations. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in this Agreement This Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guaranty Agreement, and the Guaranty, other Loan Documents are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) Within 60 days of the Effective Date (or such longer period of time as may be agreed to by the Administrative Agent), the Borrower shall have delivered duly executed counterparts of Mortgages (or supplements thereto) which, together with all existing Mortgages delivered and in effect, are sufficient to grant a first priority, perfected security interest (subject to Liens permitted under Section 9.03 of the Credit Agreement) in favor of the Administrative Agent on at least 85% of the total value of the proved Oil and Gas Properties of the Credit Parties evaluated in the most recently delivered Reserve Report. (f) Within 60 days of the Effective Date (or such longer period of time as may be agreed to by the Administrative Agent), the Borrower shall have delivered such title information as the Administrative Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent in form and substance, on at least 85% of the total value of the proved Oil and Gas Properties of the Credit Parties evaluated in the most recently delivered Reserve Report.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations under the Credit Agreement are payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Lender, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Lender and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Transaction Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without defensein accordance with their terms (except as limited by applicable bankruptcy, offsetinsolvency, counterclaim reorganization, moratorium, or recoupmentsimilar laws affecting the rights of creditors generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law). Each Transaction Party, the Administrative Agent, and each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, and acknowledges and agrees that the Credit Agreement, is and remains in full force and effect, and each Transaction Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement and the other Credit Documents it is a party to are not impaired in any respect by this Increase and Amendment Agreement. (b) This Increase and Amendment Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. (c) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement Other than as expressly set forth herein, nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Credit Documents, or (iv) the rights of the Administrative Agent Agent, the Collateral Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, the Lenders and the Administrative Agent, and Lenders Agent does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (ia) any Default or Event of Default under any of the Loan Credit Documents, (iib) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iiic) any rights or remedies of the Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender or any Lender with respect to the Loan Credit Documents, or (ivd) the rights of the Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, each Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Guaranty are not impaired in any respect by this Agreement. (d) From and after the Amendment No. 2 Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement, to the extent provided thereunder.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Credit Documents are not impaired in any respect by this Agreement. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender recoupment with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the thereto. The Borrower, the Guarantors, Administrative Agent, Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (db) Nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents (except as expressly set forth in Sections 2 and 3 of this Agreement), (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Documents Credit Documents, as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Lender, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Lender and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Loan Documents, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Credit Documents are not impaired in any respect by this Agreement. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents (other than the Specified Default), (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Company acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders Holders hereby expressly reserve all of their rights, remedies, and claims under the Loan Note Documents. Nothing Other than as expressly set forth in Section 3 above, nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Note Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Note Documents, (iii) any rights or remedies of the Administrative Agent or any Lender Holder with respect to the Loan Note Documents, or (iv) the rights of the Administrative Agent or any Lender Holder to collect the full amounts owing to them under the Loan Note Documents. (c) Each of the BorrowerCompany, the Guarantors, Administrative Agent, Agent and Lenders the Holders does hereby adopt, ratify, and confirm the Credit Note Purchase Agreement, as amended hereby, and acknowledges and agrees that the Credit Note Purchase Agreement, as amended hereby, is and remains in full force and effect, and the Borrower Company acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Note Purchase Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Note Purchase Agreement and the Loan Note Documents shall mean such Credit Note Purchase Agreement and such Loan Note Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Note Document for the purposes of the provisions of the other Loan Note Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Note Purchase Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) The Administrative Agent and the Required Lenders acknowledge and agree that SWR VPP, LLC has heretofore been dissolved in accordance with Section 7.03 of the Credit Agreement and is no longer a Credit Party or Guarantor under the Loan Documents.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, the Lenders, the Administrative Agent, Agent and Lenders the Issuing Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Except as provided in Section 3 above, the Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement, as amended hereby, and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting . (e) The Lenders hereby consent to, and authorizes the foregoingAdministrative Agent to enter into and deliver, any breach and all amendments to Security Instruments (including mortgages and deeds of representationstrust) that the Administrative Agent may reasonably deem necessary or prudent in order to exclude any and all “Excluded Swap Obligation” as defined in Section 4(a) above, warrantiesfrom the obligations secured by the Liens granted thereunder. By accepting the benefit of the Liens granted pursuant to the Security Instruments on Property acquired by any Credit Party after the date hereof, each Secured Party not party hereto hereby agrees to the terms of this paragraph (e). (f) The Borrower hereby agrees to pay a Borrowing Base increase fee for the ratable account of the Lenders equal to 0.50% of the increase in the Borrowing Base effected under Section 6 above. Such increase fee is (i) due and payable on the Effective Date, (ii) deemed fully earned upon becoming due and payable, (iii) not refundable upon payment thereof, and covenants under this Agreement shall be a Default or Event of Default(iv) in addition to, and not in lieu of, any other fees as applicable, the Borrower may have agreed to pay under the Credit AgreementLoan Documents.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and T▇▇▇▇▇▇ acknowledges and agrees that the Credit Agreementprovisions of Section 2.1 apply solely to the Liens of Agent in the Collateral and do not apply to the Liens of Agent on any other assets of any Borrower or any Guarantor other than A▇ ▇▇▇▇▇▇▇. So long as the Payment in Full of Loan Document Debt has not occurred, the parties hereto agree that no Borrower, Guarantor, Excluded Subsidiary, or Immaterial Subsidiary shall grant or permit any Liens on any assets of any Borrower or Guarantor other than the Collateral to secure any T▇▇▇▇▇▇ Debt without the express written consent of Agent. Each of Agent and T▇▇▇▇▇▇ agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency Proceeding), (a) the extent, validity, attachment, perfection, priority, or enforceability of a Lien held by or on behalf of any Loan Document Claimholder in any asset of any Borrower or Guarantor (or the extent, validity, allowability, or enforceability of any Loan Document Debt secured thereby or purported to be secured thereby) or by or on behalf of T▇▇▇▇▇▇ in the Collateral (or the extent, validity, allowability, or enforceability of any T▇▇▇▇▇▇ Debt secured thereby or purported to be secured thereby), as amended herebythe case may be, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of or the provisions of the other Loan Documents. Without limiting the foregoingthis Agreement; provided, any breach of representations, warranties, and covenants under that nothing in this Agreement shall be a Default construed to prevent or Event impair the rights of DefaultAgent, as applicableany other Loan Document Claimholder, under or T▇▇▇▇▇▇ to enforce the Credit terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the T▇▇▇▇▇▇ Debt and the Loan Document Debt.

Acknowledgments and Agreements. (a) The Borrower hereby agrees to pay in full in cash, to the Administrative Agent, for the account of each Lender, an extension fee equal to 0.15% of such Lender’s Pro Rata Share of the redetemined Borrowing Base, after giving effect to the redetermination and decrease of the Borrowing Base set forth in Section 2 above and Section 2.02 of the Credit Agreement (collectively, the “Extension Fee”). The Extension Fee is deemed to be fully earned on the Effective Date. The Extension Fee shall be payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes, if any). Once paid, the Extension Fee will not be refundable under any circumstances and will not be subject to counterclaim setoff or otherwise affected. (b) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (bc) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Security Agreement, as amended hereby, and the GuarantyGuaranties, are not impaired in any respect by this Agreement. (de) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (ef) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended herebyherby, and the Guaranty, other Credit Documents are not impaired in any respect by this Agreement. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (d) In consideration of the agreements of the Lenders set forth in this Agreement, the Borrower agrees to pay the Upfront Fee to the Administrative Agent. The Upfront Fee (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstance, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Effective Date has occurred, and (v) is due and payable on the Effective Date.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Loan Agreement, as amended hereby, and acknowledges and agrees that the Credit Loan Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Loan Agreement, as amended hereby, the Security Agreement, and the GuarantyGuaranties, are not impaired in any respect by this AgreementAmendment. (d) From and after the First Amendment Effective Date, all references to the Credit Loan Agreement and the Loan Documents shall mean such Credit Loan Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Loan Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that that, on the date hereof hereof, all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Administrative Agent Each Credit Party does hereby adopt, ratify, and confirm the Existing Credit Agreement, as amended by this Agreement, and acknowledges and agrees that the Existing Credit Agreement, as so amended, is and remains in full force and effect, and acknowledges and agrees that their respective liabilities and obligations under the Existing Credit Agreement, as so amended, the Guaranty Agreement, the Security Documents and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the other Loan Documents. Documents are not impaired in any respect by this Agreement. (c) Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Amendment Effective Date, all references to the Existing Credit Agreement and the Loan Documents shall mean such the Existing Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that that, on the date hereof hereof, all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Administrative Agent Each Credit Party does hereby adopt, ratify, and confirm the Existing Credit Agreement, as amended by this Amendment, and acknowledges and agrees that the Existing Credit Agreement, as so amended, is and remains in full force and effect, and acknowledges and agrees that their respective liabilities and obligations under the Existing Credit Agreement, as so amended, the Guaranty Agreement, the Security Documents and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the other Loan Documents. Documents are not impaired in any respect by this Amendment. (c) Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Amendment Effective Date, all references to the Existing Credit Agreement and the Loan Documents shall mean such the Existing Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) Amendment. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) 1. The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and each of the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement to which it is a Loan Document for party (i) constitutes its legal, valid and binding obligation, and is enforceable against it in accordance with its terms, except to the purposes extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (ii) is hereby reaffirmed and ratified, including without limitation, each of the provisions waiver of claims and defenses granted by the other Borrower under the Loan Documents. Without limiting the generality of the foregoing, the Borrower unconditionally and irrevocably waives any breach claim or defense in respect of representationsthe Obligations, warrantiesincluding, without limitation, any claim or defense based on any right of setoff or counterclaim. 2. As of the Third Amendment Effective Date, the Borrower acknowledges and agrees that it is indebted to the Lenders in the aggregate principal amount of $10,000,000, which is the outstanding principal amount of the Revolving Loans plus accrued and unpaid and accruing interest and fees. Nothing contained herein shall alter, amend, modify or extinguish the obligation of the Borrower to repay the Obligations, and covenants under neither this Agreement Amendment nor any of the other documents, agreements or instruments executed or delivered in connection herewith or related hereto constitutes a novation or, except as expressly provided herein, modification of any of the Loan Documents. 3. The Borrower acknowledges and agrees that all of its assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents including, without limitation, the Collateral, are (and shall be a Default or Event continue to be) subject to the fully perfected liens and security interests of Defaultthe Administrative Agent for the benefit of the Lenders (subject only to Permitted Encumbrances), as applicablecollateral security for all of the Obligations. Without limiting the other provisions of the Loan Documents, under the Borrower will, and will cause its Subsidiaries to, promptly take all actions and execute or deliver all documents, agreements and instruments, including any Uniform Commercial Code financing statement amendments, U.S. Patent and Trademark filings and/or amendments to or new control agreements in respect of any of the Borrower’s Deposit Accounts (as defined in the Waiver and Amendment to Credit Agreement), required by the Administrative Agent to implement the transactions contemplated by the Amendment and the documents, agreements and/or instruments executed or delivered in connection herewith. The Borrower hereby respectively reaffirms and ratifies its prior conveyance to the Administrative Agent for the benefit of the Lenders of a continuing security interest in and lien on the Collateral described in the instrument conveying such security interest.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and , in each case existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Obligations. Each of the Borrower, the GuarantorsCredit Party, Administrative Agent, Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Guaranty are not impaired in any respect by this Agreement. (db) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Except as set forth in Section 4, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (d) Each Credit Party acknowledges that, from and after the Effective Date, no Credit Party shall request any Eurodollar Advances, any Swing Line Advances or any Letters of Credit under the Credit Agreement. (e) On or before the date that is sixty (60) days after the Effective Date, the Borrower shall deliver to the Administrative Agent a written appraisal conducted by an industry recognized third party appraiser acceptable to the Administrative Agent stating, among other things, a detailed NOLV for machinery, parts, equipment and other fixed assets, of the Credit Parties, together with a specified procedures letter from such appraiser satisfactory to the Administrative Agent in its sole discretion.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (ba) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Agreement are not impaired in any respect by this Agreement. (dc) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended modified by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) EACH OF THE BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS AGREEMENT. EACH OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS PARAGRAPH 8(e), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Except as provided in Section 3 above, (i) the Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing , as amended hereby, and (ii) nothing in this Agreement shall constitute a waiver or relinquishment of (iA) any Default or Event of Default under any of the Loan Documents, as amended hereby, (iiB) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iiiC) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby, or (ivD) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement, except as provided in Section 3 above. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) except as specified in Section 6 hereof, (1) any Default or Event of Default under any of the Loan Documents, (ii2) any of the agreements, terms or conditions contained in any of the Loan Documents, or (iii3) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (ivii) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended and otherwise modified hereby, and acknowledges and agrees that the Credit Agreement, as amended and otherwise modified hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended and otherwise modified hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended and otherwise modified by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and , in each case existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the such Obligations. The Borrower, the Guarantors, Administrative Agent, Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (db) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Except as expressly provided in Section 4 hereof, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Second Amendment Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Loan Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Holdings, the Borrower, each Guarantor, the Administrative Agent Agent, the Issuing Lender, and each Lender party hereto does hereby adopt, ratify, and confirm the Existing Credit Agreement, as amended by this Agreement, and acknowledges and agrees that the Existing Credit Agreement, as so amended, is and remains in full force and effect, and acknowledge and agree that their respective liabilities and obligations under the Existing Credit Agreement, as so amended, the Guaranty, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the other Loan Documents. , are not impaired in any respect by this Agreement. (c) Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Amendment Effective Date, all references to the Existing Credit Agreement and the Loan Documents shall mean such the Existing Credit Agreement and such Loan Documents Documents, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement First Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended herebyby this First Amendment, and acknowledges and agrees that the Credit Agreement, as amended herebyby this First Amendment, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended herebyby this First Amendment, and the Guaranty, are not impaired in any respect by this AgreementFirst Amendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementFirst Amendment. (e) This Agreement First Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement First Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that that, on the date hereof hereof, all outstanding Obligations are payable without in accordance with their terms and each Loan Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Holdings, the Borrower, each Guarantor, the Administrative Agent Agent, the Issuing Lender, and each Lender party hereto does hereby adopt, ratify, and confirm the Existing Credit Agreement, as amended by this Agreement, and acknowledge and agree that the Existing Credit Agreement, as so amended, is and remains in full force and effect, and acknowledge and agree that their respective liabilities and obligations under the Existing Credit Agreement, as so amended, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the other Loan Documents. Documents are not impaired in any respect by this Agreement. (c) Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Amendment Effective Date, all references to the Existing Credit Agreement and the Loan Documents shall mean such the Existing Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting . (e) Holdings, the foregoing, any breach of representations, warrantiesBorrower, and covenants under each Guarantor acknowledge and agree that nothing in this Agreement shall be a Default or Event of Defaultnor the Credit Agreement, as applicableamended hereby, shall constitute or be construed as a consent to the assumption of the obligations under the Specified Senior Notes (as defined above) by any Loan Party or any other transaction or proposed transaction contemplated by the Specified Merger Agreement (as defined in the Credit Agreement) or the Specified Indenture (as defined in the Credit Agreement) that would not otherwise be permitted to be incurred, assumed, issued or effected by any Loan Party under the terms of the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without defensein accordance with their terms (except as limited by applicable Debtor Relief Laws affecting creditors’ rights generally or by general principles of equity). Each Loan Party, offsetthe Administrative Agent, counterclaim or recoupmentthe L/C Issuers, the Swing Line Lender, and the Lenders do hereby adopt, ratify, and confirm the Credit Agreement (as amended by this Agreement), and acknowledge and agree that the Credit Agreement (as amended by this Agreement) is and remains in full force and effect, and each Loan Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement (as amended by this Agreement) and the other Loan Documents it is a party to are not impaired in any respect by this Agreement. (b) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. (c) The Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each Loan Party acknowledges and agrees that each New Guarantor, after consummation of the BorrowerProposed Acquisition, shall, in accordance with Section 6.11 of the GuarantorsCredit Agreement (as amended by this Agreement), become a Guarantor and shall deliver to the Administrative Agent (i) a Security Agreement Supplement and a supplement to the Guaranty (in form and substance reasonably satisfactory to the Administrative Agent), each duly executed by each New Guarantor and (ii) all other agreements, instruments, certificates, and Lenders does hereby adopt, ratify, and confirm other items required to be delivered pursuant to Section 6.11 of the Credit Agreement, as amended herebyby this Agreement, including, without limitation, (A) any foreign charges, pledges, and acknowledges security agreements, (B) insurance certificates and agrees that endorsements evidencing compliance by the New Guarantors with Section 6.07 of the Credit Agreement, as amended herebyby this Agreement, is (C) legal opinions reasonably acceptable to the Administrative Agent, (D) certificates and remains resolutions, duly executed by such New Guarantor, as applicable, of the types described in full force and effectSection 4.01(a)(ix), (x), and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under (xii) of the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. , or, in each case the equivalent thereof (d) From and after the Effective Date, all references to the extent applicable) in the applicable jurisdiction, and (E) customary Lien searches evidencing no Liens other than Liens permitted under Section 7.01 of the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents Agreement, as amended by this Agreement, or Liens that will be terminated prior to such New Guarantor becoming a Guarantor. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. Each Borrower hereby unconditionally acknowledges, affirms, and agrees that: (a) The Borrower acknowledges that as of the close of business on July 30, 2004, (i) the date hereof all Obligations outstanding amount of Advances under the Loan Documents is $4,341,090.86 and (ii) the Letter of Credit Usage is $10,658,663.15; (b) Borrowers are payable obligated to repay the Advances referred to in clause (a)(i) of this Section 8 without defense, offset, counterclaim deduction or recoupment.credit of any kind or nature whatsoever; (bc) The Administrative Agent and the Lenders hereby expressly reserve all no Borrower has any Claims (as defined below) against Lender in respect of their rights, remedies, and claims any matter relating to or arising under the Loan Documents. Nothing in this Forbearance Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) Documents or any of the agreements, transactions contemplated hereby or thereby; (d) nothing in this Forbearance Agreement shall create a contractual restriction on Lender that would restrict Lender from assigning or participating all or any portion of the Obligations under the terms or and conditions contained in any of the Loan DocumentsAgreement; (e) except as specifically set forth in this Forbearance Agreement, (iii) Lender has not waived, forborne, modified, or otherwise agreed not to exercise any rights or remedies of the Administrative Agent or any Lender with respect available to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them it under the Loan Documents.Documents or this Forbearance Agreement; (cf) Each on and as of the BorrowerEffective Date, the GuarantorsSpecified Defaults have occurred and are continuing and, Administrative Agentas a result thereof, Lender is entitled to declare all outstanding obligations of Borrowers under or in respect of the Loan Documents to be due and payable and are entitled to exercise all of the rights and remedies available under the Loan Documents and applicable law, subject to the terms of this Forbearance Agreement, and Lenders does hereby adopt, ratify, none of the Specified Defaults have been cured by Borrowers or waived by Lender; (g) the Loan Agreement and confirm each of the Credit Agreement, as amended hereby, other Loan Documents are and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains shall continue to be in full force and effecteffect and are hereby in all respects ratified and confirmed; (h) [Intentionally Omitted]; (i) it shall not contest or challenge, or cause or encourage, directly or indirectly, any person, at any time, to contest or challenge, the validity, priority, enforceability, or perfection of any lien or security interest granted in connection with the Loan Documents; (j) it has thoroughly read and reviewed, clearly understands, and fully and unconditionally consents to the Borrower terms and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit provisions of this Forbearance Agreement, as amended herebythat it has had the full benefit and advice of counsel of its own selection, or the opportunity to obtain the benefit and advice of counsel of its own selection, in regard to the negotiation, drafting, execution, and the Guarantyeffectiveness of this Forbearance Agreement, are not impaired in and that it has relied on no other representations, either written or oral, express or implied, made to it by any respect by this Agreement.other party hereto; (dk) From and after the Effective Date, all references forbearance set forth herein is strictly limited to the Credit Agreement Specified Defaults and such forbearance shall not apply to any other past, present or future violation or violations (whether known or unknown) of any provision of the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions or any of the other Loan Documents. Without limiting ; and (l) the foregoingfailure of Lender to exercise any right, privilege, or remedy as a result of any breach such violations shall not, directly or indirectly, in any way whatsoever (i) impair, prejudice, or otherwise adversely affect such Lender’s right at any time to exercise any right, privilege or remedy in connection with the Loan Agreement or any of representationsthe other Loan Documents or any other contract, warrantiesagreement, and covenants or instrument, (ii) amend or alter any provision of the Loan Agreement or any of the other Loan Documents or any other agreement, contract, or instrument, or (iii) constitute any course of dealing or other basis for altering any of the obligations of Borrowers under this Agreement shall be a Default or Event in respect of Defaultthe Loan Documents or any rights, as applicableprivileges, or remedies of Lender under the Credit AgreementLoan Agreement and the other Loan Documents or such other agreement, contract, or instrument.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Except as provided in Section 3 above, the Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower, the Administrative Agent and the Lenders party hereto (i) acknowledge and agree that the extension of the Maturity Date of the Lenders party hereto pursuant to this Agreement is an extension pursuant to Section 2.1(d) of the Credit Agreement, as amended by this Agreement, and each Lender that has agreed to extend its Maturity Date in accordance herewith constitutes an “Extending Lender” and (ii) reaffirm Schedule II (Revolving Commitments) of the Credit Agreement. (b) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without defense, offset, counterclaim or recoupment. (bin accordance with their terms and that all payments thereof shall be made in accordance with Section 2.13(a) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan DocumentsCredit Agreement. (c) Each of the The Borrower, the Guarantors, Administrative Agent, the Swingline Lender, the Issuing Lender, and Lenders each Lender party hereto does each hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Credit Documents, are not impaired in any respect by this Agreement. (d) Nothing herein shall constitute a waiver or relinquishment of (i) any Default under any of the Credit Documents, (ii) any of the agreements, terms, or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Swingline Lender, any Issuing Lender, or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, the Swingline Lender, any Issuing Lender, or any Lender to collect the full amounts owing to it under the Credit Documents. (e) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting . (e) Notwithstanding the foregoing, any breach amendment to Exhibit D — Compliance Certificate effected under Section 6(i) above and notwithstanding the terms of representations, warranties, and covenants under this Agreement shall be a Default or Event Section 8.01(c) of Default, as applicable, under the Credit Agreement, the certificate of Financial Officer to be delivered under Section 8.01(c) for the fiscal quarter ended March 31, 2011 shall be based on the form of Exhibit D — Compliance Certificate in effect prior to giving effect to this Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and , in each case existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Obligations. Each of the Borrower, the GuarantorsCredit Party, Administrative Agent, Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Guaranty are not impaired in any respect by this Agreement. (db) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and Borrower waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and , in each case existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the such Obligations. Borrower, the Guarantorseach Guarantor, Administrative Agent, Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (db) The Administrative Agent, the Collateral Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Secured Obligations (as defined in Annex A) are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, Credit Documents or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the US Swing Line Lender, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) In consideration of the agreements of the Lenders set forth in this Agreement, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers its signature page to this Agreement on or prior to 5:00 p.m. (Houston time) on January 19, 2016, an amendment fee in an amount equal to 0.225% of such Lender’s Commitment. Each such amendment fee as to such Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, and (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Effective Date has occurred.

Acknowledgments and Agreements. (a) 1. The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and each of the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement to which it is a Loan Document for party (i) constitutes its legal, valid and binding obligation, and is enforceable against it in accordance with its terms, except to the purposes extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principals (regardless of whether enforcement is sought in equity or at law), and (ii) is hereby reaffirmed and ratified, including without limitation, each of the provisions waiver of claims and defenses granted by the other Borrower under the Loan Documents. Without limiting the generality of the foregoing, the Borrower unconditionally and irrevocably waives any breach claim or defense in respect of representationsthe Obligations, warrantiesincluding, without limitation, any claim or defense based on any right of setoff or counterclaim. 2. As of November 6, 2007, the Borrower acknowledges and agrees that it is indebted to the Lenders in the aggregate principal amount of $10,343,439.95, which is the outstanding principal amount of the Revolving Loans plus accrued and unpaid and accruing interest and fees. Nothing contained herein shall alter, amend, modify or extinguish the obligation of the Borrower to repay the Obligations, and covenants under neither this Agreement Amendment nor any of the other documents, agreements or instruments executed or delivered in connection herewith or related hereto constitutes a novation or, except as expressly provided herein, modification of any of the Loan Documents. 3. The Borrower acknowledges and agrees that all of its assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents including, without limitation, the Collateral, are (and shall be a Default or Event continue to be) subject to the fully perfected liens and security interests of Defaultthe Administrative Agent for the benefit of the Lenders (subject only to Permitted Encumbrances), as applicablecollateral security for all of the Obligations. Without limiting the other provisions of the Loan Documents, under the Credit Borrower will, and will cause its Subsidiaries to, promptly take all actions and execute or deliver all documents, agreements and instruments, including any Uniform Commercial Code financing statement amendments, U.S. Patent and Trademark filings and/or amendments to or new control agreements in respect of any of the Borrower’s Deposit Accounts (defined below), required by the Administrative Agent to implement the transactions contemplated by the Amendment and the documents, agreements and/or instruments executed or delivered in connection herewith. The Borrower hereby respectively reaffirms and ratifies its prior conveyance to the Administrative Agent for the benefit of the Lenders of a continuing security interest in and lien on the Collateral described in the instrument conveying such security interest. 4. The Borrower shall enter into an Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, with IESA and the Administrative Agent on or prior to the 5th Business Day following the date hereof, or, if later, promptly, but no later than on or prior to the 1st Business Day, following the execution and delivery thereof by the Administrative Agent and IESA.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without defensein accordance with their terms (except as limited by applicable Debtor Relief Laws affecting creditors’ rights generally or by general principles of equity). Each Loan Party, offsetthe Successor Agent, counterclaim or recoupmentthe L/C Issuers, the Swing Line Lender (immediately after giving effect to Section 2(c) of this Agreement), and the Continuing Lenders do hereby adopt, ratify, and confirm the Credit Agreement (as amended by this Agreement), and acknowledge and agree that the Credit Agreement is and remains in full force and effect, and each Loan Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement and the other Loan Documents it is a party to are not impaired in any respect by this Agreement. (b) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. (c) The Administrative Agent Successor Agent, the L/C Issuers, the Swing Line Lender (immediately after giving effect to Section 2(c) of this Agreement), and the Continuing Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Successor Agent, the L/C Issuers, the Swing Line Lender (immediately after giving effect to Section 2(c) of this Agreement), or any Continuing Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Successor Agent, the L/C Issuers, the Swing Line Lender (immediately after giving effect to Section 2(c) of this Agreement), or any Continuing Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each Current Lender hereby waives any right to receive any payments under Section 3.05 of the Borrower, Credit Agreement as a result of any repayment of the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm Loans by the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after Borrowers on the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower parties hereto hereby acknowledge and agree that no amendment, waiver, or consent to the Credit Agreement shall, unless in writing and signed by all Lenders, amend the definition of “Borrowing Limitation” or this Section 8(a). Each Lender, whether or not a party hereto, is a third-party beneficiary of this Section 8(a). (b) Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Credit Documents are not impaired in any respect by this AgreementAmendment. (c) The Administrative Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents (other than as expressly set forth in Section 3(b) hereof), (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Documents. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement Amendment is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Borrower, each Guarantor, the Administrative Agent Agent, the Issuing Lender, the Swingline Lender and each Lender party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Lenders hereby expressly reserve all of Borrower and Guarantors acknowledge and agree that their rightsrespective liabilities and obligations under the Credit Agreement, remediesas amended hereby, the Guaranty, and claims under the other Loan Documents. Nothing , are not impaired in any respect by this Agreement Agreement. (c) Except as specifically set forth herein, nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender, the Swingline Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents Documents, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. (e) In consideration of the agreements of the Lenders set forth in this Agreement, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender party to this Agreement, an amendment fee in an amount equal to 0.25% of such Lender’s Revolving Credit Commitment. Without limiting the foregoingEach such amendment fee as to such Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any breach of representationsand all present or future applicable taxes, warrantieslevies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, and covenants under this Agreement shall be a Default or Event (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Effective Date has occurred. (f) Notwithstanding the terms set forth in Section 2.1, Section 2.2, Section 3.1 and Section 6.2 of Default, as applicable, under the Credit AgreementAgreement or any other term in the Credit Agreement to the contrary, until the Borrower delivers a Compliance Certificate demonstrating compliance with the covenants set forth in Section 9.15 of the Credit Agreement for any fiscal quarter ending on or after June 30, 2016, the Borrower shall not be entitled to, and the Borrower shall not, request any Extension of Credit or Letter of Credit if on the date such request is made or the date such Extension of Credit or Letter of Credit is proposed to be made or issued and after giving effect to such Extension of Credit or Letter of Credit, the aggregate Revolving Outstandings would exceed $238,000,000 with respect to Revolving Credit Loans and Swingline Loans and $2,000,000 with respect to L/C Obligations.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan DocumentsDocuments other than the Designated Defaults, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders each Lender does hereby adopt, ratify, and confirm the Subordinated Credit Agreement, as amended hereby, and acknowledges and agrees that the Subordinated Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective liabilities and obligations under the Subordinated Credit Agreement, as amended herebythe Loan Documents, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Subordinated Credit Agreement and the Loan Documents shall mean such Subordinated Credit Agreement and such Loan Documents Documents, as amended by this AgreementAgreement and the other documents executed pursuant hereto. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Subordinated Credit Agreement. Notwithstanding anything to the contrary contained in the Subordinated Credit Agreement, any failure to comply with the covenants in Section 5 above shall constitute an Event of Default and the Administrative Agent and the Lenders shall have the right to exercise all rights and remedies existing under the Loan Documents and under applicable law.

Acknowledgments and Agreements. (a) Within 30 days following the Effective Date (or such longer period as the Administrative Agent may determine in its sole discretion), the Administrative Agent shall have received such title information as the Administrative Agent may reasonably require setting forth the status of title to at least 80% of the present value of the Proven Reserves categorized as “total proved” of the Borrower and its Restricted Subsidiaries, as determined by the Administrative Agent in its sole discretion, and (ii) the Administrative Agent shall have received new Mortgages or supplements of existing mortgages which collectively encumber at least 85% of all the Borrower’s and its Restricted Subsidiaries’ Proven Reserves and Oil and Gas Properties, and all attached exhibits and schedules, duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent. (b) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (bc) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the GuarantyGuaranties, are not impaired in any respect by this Agreement. (de) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (ef) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, other Credit Documents are not impaired in any respect by this AgreementAmendment. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement Amendment is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.. Schedule II

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rightsParent, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Lenders, the Swing Line Lender and Lenders each Lender party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guaranty, and the Guarantyother Credit Documents, are not impaired in any respect by this Agreement. (c) Nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, any Issuing Lender, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Credit Documents. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Documents Credit Documents, as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. (e) The Borrower hereby agrees to pay to the Administrative Agent, for the account of each Lender executing this Agreement and delivering a facsimile, e-mail or original of its signature pages hereto to the Administrative Agent (or its counsel) by 12:00 pm, Houston, Texas time on Wednesday, April 15, 2015 (or such later time as to any Lender as may be agreed by the Borrower in its sole discretion), an amendment fee for each such Lender equal to (i) 0.25% times (ii) the sum of (x) such Lender’s aggregate outstanding Term Advances, plus (y) such Lender’s Revolving Commitment. Without limiting Each such amendment fee as to each such Lender executing this Agreement (i) is payable in U.S. dollars in immediately available funds, (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and ‘the foregoing, any breach of representations, warrantiesEffective Date has occurred, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under (v) is due and payable on the Credit AgreementEffective Date.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender recoupment with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the thereto. The Borrower, the Guarantors, Administrative Agent, Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (db) Nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents (except as expressly set forth in Sections 2 and 3 of this Agreement), (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents, or (iv) the rights of the Administrative Agent, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Credit Documents. (c) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Documents Credit Documents, as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (d) The Borrower shall pay to the Administrative Agent, for the account of each Lender executing this Agreement and delivering a facsimile, e-mail or original of its signature pages to this Agreement to the Administrative Agent (or its counsel), an extension and amendment fee equal to 0.03% times the sum of (i) such Lender's Revolving Commitment plus (ii) such Lender’s outstanding Term Advance. Such fee (A) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes to the extent that such taxes are Indemnified Taxes), (B) is not refundable under any circumstances, (C) will not be subject to counterclaim setoff or otherwise affected, (D) is deemed fully earned by each Lender once its signature page is delivered as provided above, and (E) is due and payable on the Amendment Effective Date.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupmentin each case, existing on the date hereof, with respect to such Obligations. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in this Agreement This Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guaranty Agreement, and the Guaranty, other Loan Documents are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) In consideration of the agreements of the Lenders set forth in this Amendment, the Borrower agrees to pay to the Administrative Agent the fees set forth in the Amendment Fee Letter. Such fees (i) are payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges, or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) are not refundable under any circumstance, (iii) will not be subject to counterclaim, defense, setoff, recoupment, or otherwise affected, (iv) are deemed fully earned on the Effective Date, and (v) are due and payable on the Effective Date. (g) Within 30 days of the Effective Date (or such longer period of time as may be agreed to by the Administrative Agent), the Borrower shall have delivered duly executed counterparts of Mortgages (or supplements thereto) which, together with all existing Mortgages delivered and in effect, are sufficient to grant a first priority, perfected security interest (subject to Liens permitted under Section 9.03 of the Credit Agreement) in favor of the Administrative Agent on at least 85% of the total value of the proved Oil and Gas Properties of the Credit Parties evaluated in the most recently delivered Reserve Report. (h) Within 30 days of the Effective Date (or such longer period of time as may be agreed to by the Administrative Agent), the Borrower shall have delivered such title information as the Administrative Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent in form and substance, on at least 85% of the total value of the proved Oil and Gas Properties of the Credit Parties evaluated in the most recently delivered Reserve Report.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the date hereof all Obligations are payable without defenseIssuing Lender or the Administrative Agent under any of the Credit Documents, offsetnor, counterclaim except as expressly provided herein, constitute a waiver or recoupmentamendment of any provision of any of the Credit Documents. (b) The Administrative Agent Upon and after the Lenders hereby expressly reserve all execution of their rightsthis Amendment by each of the parties hereto, remedieseach reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and claims under each reference in the Loan Documents. Nothing in this Agreement shall constitute a waiver other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or relinquishment words of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect like import referring to the Loan DocumentsCredit Agreement, or (iv) shall mean and be a reference to the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan DocumentsCredit Agreement as modified hereby. (c) This Amendment is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. (d) Except as specifically modified above, the Credit Agreement and the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (e) In consideration of the agreements of the Lenders set forth in this Amendment, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers its signature page to this Amendment on or prior to 5:00 p.m. (Houston time) on June 28, 2016, an amendment fee in an amount equal to 0.25% of such Lender’s Revolving Commitment (as reduced under Section 3 above). Each such amendment fee as to such Lender (i) is payable in U.S. dollars in immediately available funds, free and clear of, and without deduction for, any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (with appropriate gross-up for withholding taxes), (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, and (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Fifth Amendment Effective Date has occurred. (f) The lenders party hereto authorize the Administrative Agent, on behalf of the Secured Parties, to enter into that certain (i) Amendment No. 1 to the Amended and Restated Security Agreement to be dated as of the date hereof, among the Borrower, certain Subsidiaries of the GuarantorsBorrower signatory thereto as grantors and the Administrative Agent; and (ii) Second Amended and Restated Security Agreement to be dated as of the date hereof, between Global Holdings and the Administrative Agent, and Lenders does hereby adopt, ratify, and confirm to make any necessary UCC filings pursuant to the requirements of the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Agreement are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended modified by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) EACH OF THE BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS AMENDMENT. EACH OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AMENDMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS PARAGRAPH 8(f), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AMENDMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Security Agreement, and the GuarantyGuaranties, are not impaired in any respect by this Agreement. (d) From and after the Amendment No. 13 Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) The Borrower hereby agrees to pay to the Administrative Agent, for the account of each Lender executing this Agreement and delivering a facsimile, e-mail or original of its signature pages hereto to the Administrative Agent (or its counsel) by 10:00 am, Houston, Texas time on Monday, February 3, 2016 (or such later time as to any Lender as may be agreed by the Borrower in its sole discretion), an amendment fee for each such Lender equal to 0.05% times such Lender’s Pro Rata share of the Borrowing Base in effect on the date hereof. Each such amendment fee as to each such Lender executing this Agreement (i) is payable in U.S. dollars in immediately available funds, (ii) is not refundable under any circumstances, (iii) will not be subject to counterclaim, defense, setoff or otherwise affected, (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Amendment No. 13 Effective Date has occurred, and (v) is due and payable on the Amendment No. 13

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Credit Party waives any defense, offset, counterclaim or recoupmentrecoupment (other than a defense of payment or performance) with respect thereto. (b) The Each Credit Party, the US Administrative Agent Agent, the Canadian Administrative Agent, the Issuing Lender, the Swing Line Lender and each Lender party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby (the “Amended Credit Agreement”), and acknowledges and agrees that the Amended Credit Agreement is and remains in full force and effect, and acknowledge and agree that their respective liabilities and obligations under the Amended Credit Agreement, the Guaranty, and the Lenders hereby expressly reserve all of their rightsother Credit Documents, remedies, and claims under the Loan Documents. are not impaired in any respect by this Agreement. (c) Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the US Administrative Agent Agent, the Canadian Administrative Agent, or any Lender with respect to the Loan Credit Documents, or (iv) the rights of the US Administrative Agent Agent, the Canadian Administrative Agent, any Issuing Lender, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Documents Credit Documents, as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting . (e) The increase in the foregoing, any breach of representations, warranties, and covenants under US Commitments pursuant to this Agreement shall not be considered a Default or Event Commitment Increase under Section 2.17 of Defaultthe Credit Agreement, as applicablethe aggregate amount of Commitment Increases available to the Borrowers after giving effect to this Agreement is $50,0000,000, under and the Borrowers may, at a later date, exercise a Commitment Increase subject to the terms and conditions of Section 2.17 of the Credit Agreement. (f) Within five Business Days after the Effective Date (or such longer period as the US Administrative Agent shall agree in its sole discretion), the US Credit Parties shall deliver to the US Administrative Agent all necessary stock certificates and stock powers executed in blank for each Domestic Subsidiary acquired or created in connection with the Spectrum Acquisition. (g) Within 60 days after the Effective Date (or such longer period as the US Administrative Agent shall agree in its sole discretion), the US Credit Parties shall deliver to the US Administrative Agent (i) Account Control Agreements in respect of all deposit accounts of each Domestic Subsidiary acquired or created in connection with the Spectrum Acquisition that are not held with the US Administrative Agent, and (ii) Account Control Agreements in respect of all securities accounts and commodities accounts of each Domestic Subsidiary acquired or created in connection with the Spectrum Acquisition, in each case, subject to the proviso of Section 5.7 of the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower hereby agrees that, on or before September 30, 2012, or such later date as the Administrative Agent shall determine in its sole discretion, the Borrower shall deliver to the Administrative Agent satisfactory title opinions (including, if requested, supplemental or new title opinions addressed to it) or other title evidence reflecting that the Obligors have good and marketable title in accordance with Section 5.10 of the Credit Agreement as amended hereby. (b) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (bc) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing Except as otherwise expressly contemplated herein, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each This Agreement is a Loan Document for the purposes of the Borrowerprovisions of the other Loan Documents. Without limiting the foregoing, the Guarantorsany breach of representations, Administrative Agentwarranties, and Lenders does hereby adopt, ratify, and confirm the Credit Agreementcovenants under this Agreement shall be a Default or Event of Default, as amended herebyapplicable, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (ia) any Default or Event of Default under any of the Loan Credit Documents, (iib) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iiic) any rights or remedies of the Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender or any Lender with respect to the Loan Credit Documents, or (ivd) the rights of the Administrative Agent Agent, the Issuing Lenders, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, each Issuing Lender and Lenders each other party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Guaranty are not impaired in any respect by this Agreement. (d) From and after the Amendment No. 1 Effective Date, all references to the Credit Agreement and the Loan Credit Documents shall mean such the Credit Agreement and such Loan Credit Documents as amended by this Agreement. (e) . This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement, to the extent provided thereunder.

Acknowledgments and Agreements. (a) The Borrower acknowledges Loan Parties acknowledge that on and as of (x) the date hereof Amendment Effective Date and (y) the Extension Effective Date all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the BorrowerBorrowers, the Guarantors, Administrative Agent, each Issuer party hereto and Lenders each LC Lender party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors Borrowers acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. The Borrowers further agree that all Loan Documents shall apply to the Obligations as they are or may be modified by this Amendment. (db) From and after the Amendment Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (e) hereby. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (c) Subject to the occurrence of the Amendment Effective Date, the Borrowers agree to deliver to the Administrative Agent each of the agreements, documents, instruments or certificates described on Schedule B hereto and perform each of the actions described on Schedule B hereto, in each case within the time periods set forth on Schedule B hereto. (d) For the avoidance of doubt, if the conditions set forth in Section 7 of this Amendment do not occur by the Outside Date, the Credit Agreement and the Pledge and Security Agreement shall not be amended, modified, extended or supplemented as contemplated in Sections 3 and 4 and the Letter of Credit Facility Commitments shall not be reduced or reallocated as contemplated by Section 8, but the failure to achieve the Extension Effective Date shall not in any way limit the effectiveness of this Amendment for any other purposes (including, without limitation, the effectiveness of Section 2 of this Amendment).

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) The Borrower hereby agrees that, on or before April 25, 2015, or such later date as the Administrative Agent shall determine in its sole discretion, (i) the Borrower shall deliver to the Administrative Agent title information in form and substance reasonably acceptable to the Administrative Agent with respect to that portion of the Oil and Gas Interests evaluated by the most recently delivered Reserve Report as the Administrative Agent shall deem reasonably necessary or appropriate to verify (A) the title of the Credit Parties to not less than seventy percent (70%) of the Engineered Value of the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.09 of the Credit Agreement, and (B) the validity, perfection and priority of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request, and (ii) Mortgages or supplements to Mortgages necessary or appropriate to grant, evidence and perfect and maintain Liens in Oil and Gas Interests having an Engineered Value equal to or greater than eighty percent (80%) of the Engineered Value of the Oil and Gas Interests included in the Borrowing Base Properties.

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without defensein accordance with their terms (except as limited by applicable Debtor Relief Laws affecting creditors’ rights generally or by general principles of equity). Each Loan Party, offsetthe Administrative Agent, counterclaim or recoupmentthe L/C Issuers, the Swing Line Lender, and the Lenders do hereby adopt, ratify, and confirm the Credit Agreement (as amended by this Agreement), and acknowledge and agree that the Credit Agreement (as amended by this Agreement) is and remains in full force and effect, and each Loan Party acknowledges and agrees that its respective liabilities and obligations under the Credit Agreement (as amended by this Agreement) and the other Loan Documents it is a party to are not impaired in any respect by this Agreement. (b) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. (c) The Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms terms, or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, or any Lender to collect the full amounts owing to them under the Loan Documents. (cd) Each The parties hereto acknowledge and agree that each Borrowing of Eurocurrency Rate Loans outstanding on the Effective Date (the “Existing Eurodollar Borrowings”) shall remain outstanding following the Effective Date with the same interest rates applicable to the Existing Eurodollar Borrowings under the Credit Agreement until the earlier of (i) the date the Existing Eurodollar Borrowings are prepaid in accordance with the terms of the BorrowerCredit Agreement and (ii) the last day of the current Interest Period corresponding to such Existing Eurodollar Borrowing. No Eurodollar Borrowings shall be made or available after the Effective Date and for the avoidance of doubt, no Existing Eurodollar Borrowing may be continued after the GuarantorsEffective Date. For any Existing Eurodollar Borrowing that remains outstanding on the last day of the Interest Period applicable thereto, such Existing Eurodollar Borrowing shall be converted to a Borrowing of SOFR Loans or a Borrowing of Base Rate Loans (each, as defined in the Credit Agreement, as amended hereby), as requested by the applicable Borrower in a Loan Notice delivered to the Administrative AgentAgent pursuant to the terms of Section 2.02 of the Credit Agreement, and Lenders does hereby adopt, ratify, and confirm as amended hereby. If a Borrower fails to deliver a Loan Notice as provided in Section 2.02 of the Credit Agreement, as amended hereby, with respect to any Existing Eurodollar Borrowing that remains outstanding on the last day of the Interest Period applicable thereto, such Existing Eurodollar Borrowing shall be converted to a Borrowing of Base Rate Loans on such day. For the avoidance of doubt, all Existing Eurodollar Borrowings shall continue to be governed pursuant to the terms of the Credit Agreement, subject to the terms set forth in this Section 5(d). (e) The parties hereto acknowledge and acknowledges agree that an Early Opt-in Election has occurred and agrees that the Effective Date is the Early Opt-in Effective Date. The amendments to the Credit Agreement set forth herein effecting the replacement of LIBOR with Term SOFR (as defined in the Credit Agreement, as amended hereby, is and remains in full force and effect), and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under related Benchmark Replacement Conforming Changes, are being effected pursuant to Section 3.03(b) of the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) . This Agreement is constitutes notice of (i) the implementation of Term SOFR as a Loan Document for Benchmark Replacement and (ii) the purposes effectiveness of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit AgreementBenchmark Replacement Conforming Changes related thereto.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all Obligations are payable without in accordance with their terms and each Credit Party hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Lender, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing Other than as expressly set forth in Section 2(b) above, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent Agent, Issuing Lender, the Swing Line Lender or any Lender with respect to the Loan Credit Documents, or (iv) the rights of the Administrative Agent Agent, Issuing Lender, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge each Guarantor acknowledges and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended hereby, and or the Guaranty, Guaranty are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders Lender Parties hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender Parties with respect to the Loan Documents, except as expressly provided for herein, or (iv) the rights of the Administrative Agent or any Lender Parties to collect the full amounts owing to them under the applicable Loan Documents. (c) Each of the The Borrower, the Guarantors, Administrative Agent, each Guarantor and Lenders each Lender Party does hereby adopt, ratify, and confirm the Credit AgreementAgreement and each Loan Document, as amended herebyto which it is a party, and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement and each Loan Document is and remains in full force and effect, and the Borrower and the Guarantors acknowledge each Restricted Subsidiary acknowledges and agree agrees that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Loan Documents and the Guaranty, Guaranty are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Acknowledgments and Agreements. (a) 1. The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and each of the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement to which it is a Loan Document for party (i) constitutes its legal, valid and binding obligation, and is enforceable against it in accordance with its terms, except to the purposes extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principals (regardless of whether enforcement is sought in equity or at law), and (ii) is hereby reaffirmed and ratified, including without limitation, each of the provisions waiver of claims and defenses granted by the other Borrower under the Loan Documents. Without limiting the generality of the foregoing, the Borrower unconditionally and irrevocably waives any breach claim or defense in respect of representationsthe Obligations, warrantiesincluding, without limitation, any claim or defense based on any right of setoff or counterclaim. 2. As of the date hereof, the Borrower acknowledges and agrees that it is indebted to the Lenders in the aggregate principal amount of $3,000,000, which is the outstanding principal amount of the Revolving Loans (there are no outstanding Term Loans or LC Exposure as of the date hereof), plus accrued and unpaid and accruing interest and fees. Nothing contained herein shall alter, amend, modify or extinguish the obligation of the Borrower to repay the Obligations, and covenants under neither this Agreement Amendment nor any of the other documents, agreements or instruments executed or delivered in connection herewith or related hereto constitutes a novation or, except as expressly provided herein, modification of any of the Loan Documents. 3. The Borrower acknowledges and agrees that all of its assets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to the Administrative Agent for the benefit of the Lenders pursuant to the Collateral Documents including, without limitation, the Collateral, are (and shall continue to be) subject to the fully perfected liens and security interests of the Administrative Agent for the benefit of the Lenders (subject only to Permitted Encumbrances), as collateral security for all of the Obligations. Without limiting the other provisions of the Loan Documents, the Borrower will, and will cause its Subsidiaries to, promptly take all actions and execute or deliver all documents, agreements and instruments, including any Uniform Commercial Code financing statement amendments, U.S. Patent and Trademark filings and/or amendments to or new control agreements in respect of any of the Borrower’s Deposit Accounts (defined below), required by the Administrative Agent to implement the transactions contemplated by the Amendment and the documents, agreements and/or instruments executed or delivered in connection herewith. The Borrower hereby respectively reaffirms and ratifies its prior conveyance to the Administrative Agent for the benefit of the Lenders of a continuing security interest in and lien on the Collateral described in the instrument conveying such security interest. 4. The Borrower acknowledges and agrees that immediately prior to giving effect hereto, no Lender has any commitment or obligation to make any Revolving Loans or any Term Loans, or to issue Letters of Credit, or to purchase participations in Letters of Credit or to make any other financial accommodations to the Borrower or any of its Subsidiaries. For the avoidance of doubt, no Lender shall have any commitment or be obligated to make Term Loans or purchase participations in Letters of Credit after the Amendment Effective Date. 5. The Borrower shall deliver to the Administrative Agent promptly after the date hereof and in any event on or prior to the fourteenth (14th) day after the date hereof, in form and substance reasonably satisfactory to the Administrative Agent, a completed perfection certificate which shall be certified by a Default Financial Officer of the Borrower certifying that such completed perfection certificate is true, accurate and complete to the best of his or her knowledge and that the Borrower has granted to the Administrative Agent valid, enforceable and perfected first priority security interests in now or hereafter acquired Collateral and all proceeds thereof. 6. The Borrower shall not and shall not permit its Subsidiaries to open any Deposit Account or securities account other than as described on Schedule 2 annexed hereto without the prior consent of the Administrative Agent. 7. The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee of $300,000, which shall be fully earned on the Amendment Effective Date and which shall be payable on the earliest to occur of (i) M▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the payment in full of all Obligations and the termination of the Commitments, and (iii) the acceleration of the Obligations, including any automatic acceleration resulting from the occurrence of an Event of Default, as applicable, under Default described in paragraphs (h) or (i) of Article VII of the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof and after giving effect to this Agreement, all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) recoupment with respect thereto. The Administrative Agent Agent, each L/C Issuer, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, each L/C Issuer or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, each L/C Issuer, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the The Borrower, the Guarantors, Administrative Agent, each L/C Issuer, the Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge acknowledges and agree that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, hereby are not impaired in any respect by this Agreement. (dc) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, Agent and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting . (e) Notwithstanding the foregoing, any breach amendment to Exhibit D — Compliance Certificate effected under Section 6(k) above and notwithstanding the terms of representations, warranties, and covenants under this Agreement shall be a Default or Event Section 8.01(c) of Default, as applicable, under the Credit Agreement, the certificate of Financial Officer to be delivered under Section 8.01(c) for the fiscal quarter ended March 31, 2011 shall be based on the form of Exhibit D — Compliance Certificate in effect prior to giving effect to this Agreement.

Acknowledgments and Agreements. a. It shall be a condition precedent to the effectiveness of this Fourth Amendment that, upon the closing of the transactions contemplated under the Agency Agreement, the proceeds received by the Borrowers pursuant to the terms of the Agency Agreement shall have been used to (ai) The Borrower acknowledges that on repay all outstanding Revolving Loans and Swing Line Loans in full in cash, (ii) Cash Collateralize the date hereof all L/C Obligations are payable without defenseand (iii) repay $60,210,000 of the FILO Loan in cash, offset, counterclaim or recoupment. (b) The resulting in $10,000,000 of the FILO Loan remaining outstanding. Upon receipt of the foregoing amounts in cash by the Administrative Agent and the FILO Agent, the parties hereto hereby acknowledge and agree that the Revolving Commitments, the Letter of Credit Sublimit and the Swing Line Sublimit shall be, and hereby are, terminated. b. The Borrowers hereby acknowledge and agree that upon receipt of the foregoing payments described in Section 4(a), the outstanding principal amount of the FILO Loan is $10,000,000 and such amount remains outstanding and owing to the FILO Lenders pursuant to the Credit Agreement. c. The Agents and the Lenders hereby expressly reserve all of their rights, remedies, agree and claims under acknowledge that prior to the Fourth Amendment Effective Date the Loan Documents. Nothing Parties shall be permitted to use cash collateral in this Agreement shall constitute a waiver or relinquishment of (i) accordance with the Approved Budget. d. The Agents and the Lenders hereby waive any Default or Event of Default (including any cross-default) that that has arisen or would otherwise arise under any the Credit Agreement and/or the Final Order solely by reason as a result of the Loan Documents, (ii) any failure of the agreements, terms or conditions contained in any Credit Parties to pay the full outstanding amount of the FILO Loan Documents, and any other Obligations on the Termination Date (iii) any rights or remedies as defined under the Credit Agreement prior to the effectiveness of the Administrative Agent Fourth Amendment); provided, that the Agents and the Lenders are not waiving any Default or Event of Default that may arise from the failure to repay the Obligations on the Termination Date (as defined in the Fourth Amendment). The waivers in this Section 4(d) shall be effective only in these specific instances and for the specific purposes set forth herein and do not allow for any other or further departure from the terms and conditions of the Credit Agreement or any Lender with respect to the other Loan DocumentsDocument, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, which terms and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains conditions shall continue in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof and after giving effect to this Agreement, all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) recoupment with respect thereto. The Administrative Agent Agent, each L/C Issuer, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, each L/C Issuer or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, each L/C Issuer, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the The Borrower, the Guarantors, Administrative Agent, each L/C Issuer, Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge acknowledges and agree that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, hereby are not impaired in any respect by this Agreement. (dc) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting . (e) The parties hereto acknowledge and agree that the foregoing, any breach extension of representations, warranties, and covenants under the Maturity Date effected by Section 2(b) of this Agreement shall be a Default or Event not constitute an exercise of Default, as applicable, under the Maturity Date extension option set forth in Section 2.17(a) of the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment. (b) recoupment with respect thereto. The Administrative Agent Agent, each L/C Issuer, the Swing Line Lender, the New Lender and the Lenders Increasing Lender hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, each L/C Issuer, or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, each L/C Issuer, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the Borrower, the Guarantors, Administrative Agent, each L/C Issuer, Swing Line Lender, the New Lender and Lenders the Increasing Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (dc) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (ba) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Agreement are not impaired in any respect by this Agreement. (dc) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended modified by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) EACH OF THE BORROWER AND ITS SUBSIDIARIES AND THE GUARANTORS (FOR THEMSELVES AND THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT, ANY OF THE LENDERS, LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS, CONSULTANTS HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS AGREEMENT. EACH OF THE BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS PARAGRAPH 7(e), AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR OTHERWISE UNENFORCEABLE.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guarantyother Loan Documents, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Datedate hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Amendment and the other documents executed pursuant hereto. This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) From and after the Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). (f) The Borrower hereby agrees that, on or before January 8, 2016, or such later date as the Administrative Agent shall determine in its sole discretion, (i) the Borrower shall deliver to the Administrative Agent title information in form and substance reasonably acceptable to the Administrative Agent with respect to that portion of the Oil and Gas Interests evaluated by the most recently delivered Reserve Report as the Administrative Agent shall deem reasonably necessary or appropriate to verify (A) the title of the Credit Parties to not less than seventy percent (70%) of the Engineered Value of the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.09 of the Credit Agreement, and (B) the validity, perfection and priority of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request, and (ii) Mortgages or supplements to Mortgages necessary or appropriate to grant, evidence and perfect and maintain Liens in Oil and Gas Interests having an Engineered Value equal to or greater than ninety percent (90%) of the Engineered Value of the Oil and Gas Interests included in the Borrowing Base Properties.

Acknowledgments and Agreements. To induce the Agents and the Subject Lenders to execute this Agreement, the Company hereby acknowledges, stipulates, represents, warrants and agrees as follows: (a) The Borrower acknowledges that on Except for the Specified Events of Default, no other Defaults or Events of Default have occurred and are continuing as of the date hereof all Obligations are payable without defensehereof. Except as expressly set forth in this Agreement, offset, counterclaim the agreements of the Agents and the Subject Lenders hereunder to forbear in the exercise of their respective rights and remedies under the Credit Agreements in respect of the Specified Events of Default during the Forbearance Period do not in any manner whatsoever limit any right of any of the Agents and the Subject Lenders to insist upon strict compliance with this Agreement or recoupmentany Loan Document during the Forbearance Period. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their Nothing has occurred that constitutes or otherwise can be construed or interpreted as a waiver of, or otherwise to limit in any respect, any rights, remedies, powers, privileges and claims defenses any of the Subject Lenders or the Agents have or may have arising as the result of any Event of Default (including any Specified Event of Default) that has occurred or that may occur under the Credit Agreements, the Loan Documents or applicable law. Each of the Agent’s and each Subject Lender’s actions in entering into this Agreement are without prejudice to the rights of any of the Agent and the Subject Lenders to pursue any and all remedies under the Loan Documents. Nothing Documents pursuant to applicable law or in this Agreement shall constitute a waiver or relinquishment equity available to it in its sole discretion following the Forbearance Termination Date. (c) The aggregate outstanding principal amount of the Loans as of September 30, 2015 is equal to (i) any Default or Event of Default $321,285,472.52 million under any of the Loan DocumentsDex East Credit Agreement, (ii) any of $296,011,222.41 under the agreements, terms or conditions contained in any of the Loan DocumentsDex West Credit Agreement, (iii) any rights or remedies of $582,618,020.58 under the Administrative Agent or any Lender with respect to the Loan Documents, or RHDI Credit Agreement and (iv) $978,423,000.15 under the rights of the Administrative Agent SuperMedia Credit Agreement. The foregoing amounts do not include accrued and unpaid interest (including default interest), fees, expenses and other amounts that are chargeable or any Lender to collect the full amounts owing to them otherwise reimbursable under the Loan Documents. (cd) Each All of the Borrowerassets pledged, assigned, conveyed, mortgaged, hypothecated or transferred to either Agent pursuant to the GuarantorsCollateral Documents are (and shall continue to be) subject to valid and enforceable Liens and security interests of such Agents (subject to applicable bankruptcy, Administrative Agentinsolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and Lenders does hereby adoptsubject to general principles of equity, ratifyregardless of whether considered in a proceeding in equity or at law) as collateral security for all of the Obligations, and confirm subject to no Liens other than Liens permitted by the Credit Agreement, as amended hereby, Agreements. The Company hereby reaffirms and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references ratifies its prior conveyance to the Credit Agreement Agents of a continuing security interest in and Lien on the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementCollateral. (e) This The obligations of the Company under this Agreement is a Loan Document of any nature whatsoever, whether now existing or hereafter arising, are hereby deemed to be “Obligations” for the all purposes of the provisions of Loan Documents and the other term “Obligations” when used in any Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Document shall be a Default or Event of Default, as applicable, under the Credit Agreementinclude all such obligations hereunder.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are outstanding Indebtedness is payable without in accordance with its terms and the Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Except as provided in Section 3 above, (i) the Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing , as amended hereby, and (ii) nothing in this Agreement shall constitute a waiver or relinquishment of (iA) any Default or Event of Default under any of the Loan Documents, as amended hereby, (iiB) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iiiC) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (ivD) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guarantee and Collateral Agreement and the Guaranty, other Loan Documents are not impaired in any respect by this Agreement, except as provided in Section 3 above. (d) From and after the Effective Date, all references to the Credit Agreement and in the Loan Documents shall mean such the Credit Agreement and such Loan Documents Agreement, as amended by this Agreement. (e) . This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (ak) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (bl) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cm) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (dn) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (eo) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations outstanding Indebtedness are payable without in accordance with their terms and Borrower waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby. Nothing in Except as expressly set forth herein, this Agreement shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby. (c) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, the Issuing Bank and Lenders does each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors each Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Loan Documents, and the GuarantyGuarantee and Collateral Agreement, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) Agreement and the other documents executed pursuant hereto. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent Agent, the Issuing Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement Amendment shall constitute a waiver or relinquishment of (i) (1) any Default or Event of Default under any of the Loan Documents, (ii2) any of the agreements, terms or conditions contained in any of the Loan Documents, or (iii3) any rights or remedies of the Administrative Agent Agent, the Issuing Lender or any Lender with respect to the Loan Documents, or (ivii) the rights of the Administrative Agent Agent, the Issuing Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended and otherwise modified hereby, and acknowledges and agrees that the Credit Agreement, as amended and otherwise modified hereby, is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended and otherwise modified hereby, and the Guaranty, are not impaired in any respect by this AgreementAmendment. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended and otherwise modified by this AgreementAmendment. (e) This Agreement Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) The Borrower hereby agrees that, on or before June 30, 2014, or such later date as the Administrative Agent shall determine in its sole discretion, the Borrower shall, and shall cause each of its Subsidiaries to, (i) take such actions and execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent shall have received satisfactory title opinions (including, if requested, supplemental or new title opinions addressed to it) or, to the extent acceptable to the Administrative Agent in its sole discretion, other title evidence, which title opinions or other title evidence (A) shall collectively cover at least 80% of the present value of the Proven Reserves of the Borrower and its Subsidiaries shown on the most recently delivered Engineering Report (and together with any Proven Reserves acquired since the date of such report) and at least 80% of the present value of the Proven Reserves that are categorized as “proved, developed and producing” on the most recently delivered Engineering Report (and together with any Proven Reserves acquired since the date of such report), (B) shall be in form and substance acceptable to the Administrative Agent in its sole discretion, and (C) shall include opinions or, to the extent acceptable to the Administrative Agent in its sole discretion, other title evidence regarding the before payout and after payout ownership interests held by the Borrower and its Subsidiaries for all ▇▇▇▇▇ located on the Oil and Gas Properties covered thereby as to the ownership of Oil and Gas Properties of the Borrower and its Subsidiaries and (ii) grant to enter into Mortgages or supplements to Mortgages encumbering at least 80% of the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties (as set forth in the most recently delivered Engineering Report).

Acknowledgments and Agreements. (a) The Borrower Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and each Loan Party waives any defense, offset, counterclaim or recoupment. (b) recoupment with respect thereto. The Administrative Agent Agent, the L/C Issuer Lender, the Swing Line Lender and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, the Collateral Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent Agent, the L/C Issuer Lender, the Swing Line Lender or any Lender to collect the full amounts owing to them under the Loan Documents. (cb) Each of the The Borrower, the Guarantorseach Guarantor, Administrative Agent, L/C Issuer Lender, Swing Line Lender and Lenders each Lender does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (dc) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such the Credit Agreement and such Loan Documents as amended by this Agreement. (ed) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower Each Credit Party acknowledges that on the date hereof all outstanding Secured Obligations are payable without in accordance with their terms and each Credit Party waives any set-off, counterclaim, recoupment, defense, offsetor other right, counterclaim or recoupment. (b) The Administrative Agent and in each case, existing on the Lenders hereby expressly reserve all of their rightsdate hereof, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) such Secured Obligations. Each of the Borrower, the Guarantors, Administrative Agent, and Lenders party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower each Credit Party acknowledges and the Guarantors acknowledge and agree agrees that their its respective liabilities and obligations under the Credit Agreement, as amended herebyherby, and the Guaranty, other Credit Documents are not impaired in any respect by this Agreement. (db) From The Administrative Agent, the Issuing Lender, and after the Effective DateLenders hereby expressly reserve all of their rights, all references remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents (other than those specifically described in Section 2(a) hereof), (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Credit Agreement and Documents, or (iv) the Loan Documents shall mean such rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Credit Agreement and such Loan Documents as amended by this AgreementDocuments. (ec) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Acknowledgments and Agreements. The Borrower acknowledges, confirms and agrees that: (a) The Borrower acknowledges that on This Agreement, the date hereof all Obligations Fee Letter and the Temporary Commitment Increase Note are payable without defense, offset, counterclaim or recoupmentLoan Documents. (b) The Administrative All references in any Loan Document to the Borrower’s obligations to the Credit Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under shall include the Loan Documents. Nothing in Obligations as affected by this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of and the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan DocumentsTemporary Commitment Increase Note. (c) Each Except as provided herein, the terms and conditions of the Borrower, Loan Agreement and the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains other Loan Documents remain in full force and effect, and the Borrower hereby ratifies, confirms and reaffirms all and singular of the terms and conditions of the Loan Agreement and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreementother Loan Documents. (d) From The Borrower does not have any offsets, defenses, claims, counterclaims or causes of action of any kind or nature against the Credit Agent or any Lender with respect to any of its liabilities and after obligations to the Credit Agent or any Lender, and, in any event, the Borrower specifically waives, releases, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action of whatever kind or nature, whether known or unknown, at law or in equity, which it has or may have, from the beginning of the world to both the date hereof and the Effective Date, all references against the Credit Agent, or any Lender or their respective current or former Affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter related to the Credit Agreement and Loan, the Obligations, the Loan Documents shall mean such Credit Agreement and such Agreement, any other Loan Documents as amended by this AgreementDocuments, or the administration thereof. (e) This The Borrower shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lender in connection with this Agreement is a Loan and any prior matters involving the Loan. (f) The Borrower will not agree to any material amendment or modification of, or waive any material obligations of ▇▇▇▇▇▇▇ Mac under, any ▇▇▇▇▇▇▇ Mac Commitment Document. Without limitation, any amendment, modification or waiver of any ▇▇▇▇▇▇▇ Mac Commitment Document for which (i) reduces the purposes purchase price of any one or more of the provisions Specified Portfolio Mortgage Loans, (ii) extends the outside mandatory purchase date for any Specified Portfolio Mortgage Loan to a date which is later than the Temporary Commitment Increase Maturity Date, or (iii) provides additional grounds on which, or modifies unfavorably to the Borrower any existing grounds on which, ▇▇▇▇▇▇▇ Mac is permitted to reject a Specified Portfolio Mortgage Loan for purchase shall be deemed to be material. (g) The Borrower will comply with all requirements of the ▇▇▇▇▇▇▇ Mac Commitment Documents in accordance with the terms and conditions thereof, including, without limitation, with respect to the servicing of the Specified Portfolio. If the Specified Portfolio is to be serviced by a Person other than the Borrower, the Borrower shall first be required to deliver: (i) a copy of the proposed servicing agreement, which shall be in form and substance reasonably acceptable to the Credit Agent and (ii) a separate agreement among the Borrower, the Credit Agent, and such servicer, in form and in form and substance reasonably acceptable to the Credit Agent. (h) Contemporaneously with the making of each Specified Portfolio Advance on each Specified Portfolio Advance Date, Borrower shall request the issuance by ▇▇▇▇▇▇▇ Mac, and shall use commercially reasonable efforts to obtain in connection with the funding of the Specified Portfolio Mortgage Loan, a “Purchase Approval Letter” (as defined and otherwise described in each Purchase Commitment under the ▇▇▇▇▇▇▇ Mac Commitment Documents). (i) Notwithstanding any provision in the Loan DocumentsAgreement to contrary, including, without limitation, Section 9.2(x) therein, if prior to the repayment in full of all Specified Portfolio Advances on or before the Temporary Commitment Increase Maturity Date, Borrower and/or any of Borrower’s Affiliates shall make Specified Preferred Investments which exceed $15,000,000.00 in the aggregate under all applicable Specified Limited Liability Company Agreements, then Borrower shall repay in full all Specified Portfolio Advances within a period of thirty (30) days thereof. Without limiting the foregoingforegoing or any other terms and provisions of the Loan Agreement, any breach of representationsin connection with each Specified Portfolio Advance, warranties, and covenants under this the Borrower shall provide the Credit Agent with (x) the Specified Limited Liability Company Agreement shall be a Default or Event of Default, as applicable, which relates to the borrower under the Specified Portfolio Mortgage Loan and (y) such other information and detail with respect to the Specified Preferred Investment to be made thereunder as the Credit AgreementAgent may reasonably request.

Acknowledgments and Agreements. (a) The Borrower and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupmentrecoupment with respect thereto. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does parties hereto hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the GuarantyGuaranties, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (f) The Borrower, through its Subsidiary, A▇▇▇ ▇▇▇▇ Eagle, LLC, intends to sell certain Oil and Gas Properties in the Eagle Ford Shale (the “Subject Disposition”) for an amount equal to $173,000,000 (the “Base Purchase Price”), subject to standard and customary purchase price closing adjustments, including reductions for the allocated value of any properties retained pending receipt of outstanding consents to assign (“Required Consents”). Such Subject Disposition shall constitute a Triggering Event. Each party hereto acknowledges and agrees that, pursuant to Section 2.02(e)(iii) of the Credit Agreement, effective upon the occurrence of such Triggering Event the Borrowing Base shall be automatically reduced by $100,000,000 and the redetermined Borrowing Base shall be equal to $285,000,000. The Borrowing Base as determined under this Section 5(f) shall remain in effect at that level until the effective date of the next Borrowing Base redetermination made in accordance with the terms of the Credit Agreement, as amended hereby. (g) If, as of the effective date for the Borrowing Base redetermination scheduled under Section 2.02(b)(i) of the Credit Agreement for April of 2014 (the “Spring BB Effective Date”), the aggregate notional volumes of all of the Borrower’s and its Restricted Subsidiaries’ respective h▇▇▇▇▇ of natural gas, crude oil and natural gas liquids under all Hydrocarbon Hedge Contracts exceeds 85% of the aggregate anticipated production of natural gas volumes, crude oil volumes, and natural gas liquids volumes attributable to Calculated Reserves as set forth in the Independent Engineering Report delivered in connection with such Borrowing Base redetermination, then no later than 15 days after the Spring BB Effective Date, (i) the Borrower shall terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production of natural gas volumes, crude oil volumes, and natural gas liquids by volume attributable to Calculated Reserves (as set forth in the Independent Engineering Report delivered in connection with such Borrowing Base redetermination) are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and (ii) the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent certifying to that effect. The Borrower’s obligation under this Section 5(g) is notwithstanding anything to the contrary set forth in Section 6.14 of the Credit Agreement, as amended hereby. A breach of the covenant set forth in this Section 5(g) shall constitute an immediate Event of Default under the Credit Agreement.

Acknowledgments and Agreements. (a) The Borrower acknowledges and agrees that on the date hereof all Secured Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Credit Documents. Nothing Except as expressly provided in Section 2 hereof, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, Credit Documents or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Credit Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, Agreement is and remains in full force and effect, and the Borrower acknowledges and the Guarantors acknowledge and agree agrees that their respective its liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, Agreement are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Credit Document for the purposes of the provisions of the other Loan Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement. (e) Each party hereto hereby agrees that, in no event and under no circumstance shall any past or future discussions with the Administrative Agent or any other Secured Party, serve to (i) cause a modification of the Credit Documents, (ii) establish a custom or course of dealing with respect to any of the Credit Documents, (iii) operate as a waiver of any existing or future Default or Event of Default under the Credit Documents, (iv) entitle any Credit Party to any other or further notice or demand whatsoever beyond those required by the Credit Documents, or (v) in any way modify, change, impair, affect, diminish or release any Credit Party’s obligations or liability under the Credit Documents, or any other liability any Credit Party may have to the Administrative Agent, the Issuing Lender, the Swing Line Lender, or any other Secured Party.