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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. (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 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 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 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 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 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. (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 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 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 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 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 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 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, each Guarantor, the Guarantors, Administrative Agent, the Issuing Lender, the Swingline 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, the Issuing Lender, the Swingline Lender or any Lender to collect the full amounts owing to them under the Credit Documents. (d) 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 executed signature page hereto to the Administrative Agent by 11:00am (Central time) on February 10, 2017, an amendment fee in an amount equal to 0.20% of such Lender’s Commitment, after giving effect to this Agreement (which Commitment amount, for the avoidance of doubt, includes (x) the unused Commitment amount, (y) the outstanding Tranche B Term Advances owed to such Lender on the date hereof, and (z) the outstanding Tranche C Term Advances (as defined in Annex A to this Agreement) owed to such Lender on the date hereof, in each case, after giving effect to this Agreement). 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, (iv) is deemed fully earned by such Lender once its signature page is delivered as provided above and the Amendment No. 5 Effective Date has occurred, and (v) is due and payable on the Amendment No. 5 Effective Date. (e) From and after the Amendment No. 5 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. (ef) 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 DocumentsCredit Documents (other than the Subject Waivers as expressly provided herein), (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. (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, an amendment fee in an amount equal to 0.15% of such Lender’s Commitment (after giving effect to the prepayment of Advances required under Section 6(e) 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 Effective Date has occurred.

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 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) 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 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) 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 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. By executing this Agreement, Xxxxx Parent hereby becomes a party to the Credit Agreement, as amended hereby, with the same force and effect as if originally named therein as a party thereto and, without limiting the generality of the foregoing, Xxxxx Parent hereby expressly agrees to the covenants set forth in Article VIII and Article IX of the Credit Agreement, as amended hereby, which are applicable to Xxxxx Parent and to such other provisions of the Credit Agreement, as amended hereby, which may be applicable to Xxxxx Parent as a party thereto. (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. (e) Each Lender hereby requires, and covenants under this Agreement shall be each Credit Party hereby authorizes, Xxxxx Parent to become a Default or Event of Default, as applicable, Grantor under the Credit Agreementguarantee and collateral agreement referred to in Section 5(d) above, which Security Instrument shall provide for a Lien in substantially all assets of Xxxxx Parent consistent with the scope of assets covered by the Guarantee and Collateral Agreement other than an exclusion for the Equity Interests issued by the Borrower (which, for the avoidance of doubt, shall not be subject to such Lien granted thereunder).

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) Mxxxx 00, 0000, (xx) 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 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 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 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) 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 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 acknowledges, agrees, and represents and warrants that, immediately prior to the effective date of this Agreement, pursuant to the Loan Documents, the Borrower is legally and validly indebted to the Lenders in respect of the Loans in the outstanding principal amount of Fourteen Million One Hundred Ninety-Three Nine Hundred Seventy-Four and 94/100 Dollars (a$14,193,974.94), plus interest, fees, and other amounts accrued and accruing thereon or related thereto, including, without limitation, Lenders’ Expenses related to the MAC Default and this Agreement, the Loan A Final Payment, the Loan B Final Payment, the Loan C Final Payment, the Loan D Final Payment, the Loan E Final Payment, the Loan F Final Payment, the Loan G Final Payment, and the Loan H Final Payment. b. The Borrower acknowledges, affirms and agrees that the Secured Parties hold valid, perfected, enforceable, first priority security interests (except for Permitted Liens) in the Collateral as security for all Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations arising from or related to this Agreement). c. The Borrower acknowledges and agrees that on the date hereof all Obligations are payable without it has no defense, claim, offset, counterclaim abatement, or recoupmentdeduction to any Obligations and no cause of action, claim, defense, or counter-claim against any Secured Party in any way relating to the Loan Documents, any transactions contemplated thereby, or any Secured Party’s actions thereunder. d. The Borrower acknowledges and agrees that (bi) The Administrative Agent and any failure of the Lenders hereby expressly reserve all Borrower to perform any of their rights, remedies, and claims the covenants set forth in Section 5 of this Agreement shall constitute an immediate “Event of Default” under the Loan Documents. Nothing Agreement and (ii) upon the occurrence of any such Event of Default, the Secured Parties shall have the immediate and unrestricted right to exercise any and all rights and remedies available under the Loan Documents and/or at law and in equity. e. The Borrower acknowledges, agrees, and affirms that (i) this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the “Loan DocumentsDocument” for all purposes, (ii) any of the agreementsincluding, 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 Borrowerwithout limitation, the Guarantors, Administrative Agent, definitions of “Obligations” 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.“Lenders’ Expenses;”

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 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.

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 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. (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) 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 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, Axxx Xxxx 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 hxxxxx 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 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. (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. (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 Secured 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. 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 Xxxxxxx Mac under, any Xxxxxxx Mac Commitment Document. Without limitation, any amendment, modification or waiver of any Xxxxxxx 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, Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 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. (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 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. (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 AgreementAmendment. (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 AgreementAmendment. (eh) 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 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 5:00 pm, Houston, Texas time on Monday, December 21, 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) 0.15% times (ii) the sum of (x) such Lender’s aggregate outstanding Term Advances (after giving effect to the Canadian Dollar Equivalent of $40,000,000 prepayment referred to in Section 5 above), 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 counterclaim, or recoupment. (b) recoupment with respect thereto. The Administrative Agent Borrower 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 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 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, other Credit Documents 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 as amended by this Agreement. . Nothing herein shall constitute a waiver or relinquishment of (ea) any Default under any of the Credit Documents, (b) any of the agreements, terms, or conditions contained in any of the Credit Documents, (c) any rights or remedies of the Administrative Agent, any Issuing Lender, any Swingline Lender, or any Lender with respect to the Credit Documents, or (d) the rights of the Administrative Agent, any Issuing Lender, any Swingline Lender, or any Lender to collect the full amounts owing to it under the Credit Documents. 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, The Borrower acknowledges and covenants under this Agreement shall be a Default or Event of Default, as applicable, under agrees that its consent is not required to amend the Credit AgreementAgreement to implement the Benchmark Replacement Conforming Changes set forth in Annex A hereto.

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 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 DocumentsCredit Documents other than as expressly set forth above with respect to the Existing Default, (ii) any of the agreements, terms or conditions contained in any of the Loan Credit Documents, other than as expressly set forth above with respect to the Existing Default and the Financial Statement Representation, (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. The Lenders reserve the right to exercise any rights and remedies available to them in connection with any other present or future defaults with respect to the Credit Agreement or any other provision of any Credit Document. (c) The Borrower hereby agrees and acknowledges that the Lenders require and will require strict performance by the Borrower of all of its obligations, agreements and covenants contained in the Credit Agreement and the other Credit Documents, and no inaction or action regarding any Default or Event of Default is intended to be or shall be a waiver thereof. (d) Each of the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, Agreement and acknowledges and agrees that the Credit Agreementthat, except as specifically waived or amended hereby, the Credit Agreement 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, Agreement and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references other than as expressly set forth above with respect to the Credit Agreement Existing Default and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this AgreementFinancial Statement Representation. (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 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) 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 Fourth Amendment Effective Date, the Borrower acknowledges and agrees that it is indebted to the Lenders in the aggregate principal amount of $14,000,000, which is the outstanding principal amount of the Revolving Loans plus accrued and unpaid and accruing interest and fees, including default rate interest. 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 first priority 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. 4. If any of the rights of any Grantor (under and as defined in the Pledge and Security Agreement) under any contract that would otherwise be included in the definition of Collateral therein are excluded from such definition because they fall within the scope of Section (i) of the second sentence of such definition, then, at the request of the Agent, such Grantor shall use commercially reasonable efforts to cause the other parties to such contract to execute a written consent and waiver consenting to the inclusion of such Grantor’s rights under such contract in the Collateral and waiving the effect of any provisions of such contract to the contrary.

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 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 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 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) Each Lender hereby waives the advance written notice required under Section 2.5(b) of the Credit Agreement solely as it relates to the prepayment of Term Advances required as condition under Section 5(a) above; provided however, the Borrower shall give at least a same Business Day’s notice of such prepayment which may be revocable.

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 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 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 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, as amended hereby. (c) Each of the The Borrower, each Guarantor, the Guarantors, Administrative Agent, the Issuing 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, 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 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 Credit Agreement and the Loan Documents shall mean such 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 Credit Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement, any failure to comply with the covenants in Section 5 above shall constitute an Event of Default and the Administrative Agent, the Issuing Lender 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) 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 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 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 and each Guarantor acknowledges that on the date hereof all outstanding Obligations are payable without in accordance with their terms and 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 BorrowerPerson party hereto hereby adopts, the Guarantors, Administrative Agentratifies, and Lenders does hereby adopt, ratify, and confirm confirms 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 hereby agrees to pay a Borrowing Base increase fee for the account of Assignee, after giving effect to the sales and assignments made pursuant to Section 2 above, equal to 0.20% of the amount by which Assignee’s Pro Rata Share of the “Borrowing Base”, as set forth on Schedule II, exceeds Assignee’s highest prior Pro Rata Share of a Borrowing Base under the Credit Agreement. Such increase fee is (i) due and payable on the Effective Date, (ii) deemed fully earned upon becoming due and payable, (iii) not refundable under any circumstance upon payment thereof, and (iv) in addition to, and not in lieu of, any other fees as the Borrower may have agreed to pay under the other Loan Documents.

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 AgreementAmendment. (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 AgreementAmendment. (ed) 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) 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 13(e), 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 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 acknowledges that on the date hereof all Secured 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 #5604213 1" = "1" "#5626658" "" #5626658 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 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 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 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 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 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 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. (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, an amendment fee in an amount equal to 0.25% of such Lender’s Commitment as set forth on Schedule II attached to Annex A. 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. (g) 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, as amended hereby, (iv) entitle any Credit Party to any other or further notice or demand whatsoever beyond those required by the Credit Documents, as amended hereby, or (v) in any way modify, change, impair, affect, diminish or release any Credit Party’s obligations or liability under the Credit Documents, as amended hereby, 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.

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) The Lenders and the foregoingBorrower hereby agree that, in the event that (A) the Borrowing Base is reduced as a result of the sale of Relinquished Properties (as defined in the QEAA) during the Exchange Period and (B) the Borrowing Base is subsequently increased at the next Scheduled Redetermination (the “Subsequent BB Increase”), then any breach of representationsBorrowing Base increase fee to be charged in connection with such Subsequent BB Increase shall apply only to the incremental increase, warrantiesif any, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreementabove $490,000,000.

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 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. 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, (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 Bank, or any Lender with respect to the Loan Documents, 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. (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, Agreement and acknowledges acknowledge and agrees agree that the Credit Agreement, as amended hereby, Agreement 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 herebythe 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 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. (e) The Borrower hereby agrees to pay a Borrowing Base increase fee for the ratable account of the Lenders equal to 0.40% of the increase in the Borrowing Base effected under Section 3 above. Without limiting Such increase fee is (i) due and payable on the foregoingEffective Date, (ii) deemed fully earned upon becoming due and payable, (iii) not refundable upon payment thereof, and (iv) in addition to, and not in lieu of, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, 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 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 xxxxx 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 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 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 acknowledges that on the date hereof all Secured 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) On or before the date that is thirty (30) days after the date of the Disposition of the Subject Properties pursuant to the Trade Agreement, the Loan Parties shall execute and enter into Mortgages (or supplements to existing Mortgages) in order to grant an Acceptable Security Interest in the Received Properties.

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 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) 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 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 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 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 and, except as set forth in Section 8 below with regard to AM Eagle, 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 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 (other than those specifically described in Section 2 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. (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) 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.