Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate a Subsidiary as an Unrestricted Subsidiary if (i) immediately before and after such designation, no Default or Event of Default exists or would exist, (ii) after giving effect to such designation on a pro forma basis, the Borrower and its Subsidiaries would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter; and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it will be treated as a “restricted subsidiary” for purposes of any indenture, credit agreement, or similar agreement. (c) The Borrower may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) immediately before and after such designation, no Default or Event of Default exists or would exist and (ii) after giving effect to such designation on a pro forma basis, the Borrower and its Subsidiaries would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Sections 7.11(a) and 7.11(b) as of the end of the most recent fiscal quarter. (d) All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Indebtedness of, any Restricted Subsidiary. (e) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of the Borrower’s or applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (f) If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the definition of Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness and Liens of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of t...

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Assuming compliance with Section 9.23(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by prior written notice thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and after giving effect, to such designation, (A) the representations and warranties of each Loan Party contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (B) no Event of Default exists or would exist (and the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 9.01 and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance on a pro forma basis and certifying as to the satisfaction of the other conditions set forth in this Section 9.23(b)), (C) such Subsidiary (1) is not a Material Subsidiary, (2) is not the owner or the operator, by contract or otherwise, of any Oil and 147 Gas Properties included in the Borrowing Base, (3) does not provide gathering, transporting, processing, marketing or other midstream services in respect of the Oil and Gas Properties included in the Borrowing Base and (4) is not a guarantor, “restricted subsidiary” or the primary obligor with respect to any Debt, liabilities or other obligations under any Permitted Debt, the Senior Notes or the Preferred Stock (or any Permitted Refinancing Debt thereof) and (D) no Borrowing Base Deficiency would exist; and (ii) the Investment deemed to be made in such Subsidiary (and its subsidiaries) pursuant to the next sentence would be permitted to be made at the time of such designation under Section 9.06. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall (a) constitute an Investment in an Unrestricted Subsidiary (and its subsidiaries) in an amount equal to the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary (and its subsidiaries) and (b) be deemed a disposition of th...

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Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.06(b), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower), including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither an Event of Default nor a Borrowing Base Deficiency would exist, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95 (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower, the Parent and its other Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.16 and Section 9.14. Section 9.07

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Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated in writing to the Administrative Agent by the Borrower in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the date hereof (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary; provided that, immediately upon its formation (and, for the avoidance of doubt, prior to being capitalized with any Property), Roan Holdco automatically will be an Unrestricted Subsidiary. On the date hereof, all Subsidiaries of the Borrower are Restricted Subsidiaries.

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 6.8 as of the date of this Agreement or thereafter in writing to the Agent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate any Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary if (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), and

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Any Person (other than any Drop Down Entity) that becomes a Subsidiary of the Parent, the Borrower or any other Restricted Subsidiary shall be a Restricted Subsidiary unless

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 3.12 as of the date of this Agreement or thereafter in writing to the Global Administrative Agent, any Person that becomes a Subsidiary of Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) Borrower may designate any Subsidiary (other than a Canadian Borrower) (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary if (i) after giving effect to such designation, no Default would exist as a result of a breach of Section 5.13 and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value of Borrower's direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 7.4(h). Except as provided in this Section 1.5(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. (c) Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of Borrower and its Restricted

Designation and Conversion of Restricted and Unrestricted Subsidiaries. 77 Section 5.16. Interest Rate Protection 78 Section 6.1. Leverage Ratio 78 Section 6.2. Interest Coverage Ratio 78 Section 7.1. Indebtedness and Preferred Equity 79 Section 7.2. Liens 80 Section 7.3. Fundamental Changes 81 Section 7.4. Investments, Loans 81 Section 7.5. Restricted Payments 83 Section 7.6. Sale of Assets 84 Section 7.7. Transactions with Affiliates 84 ii Section 7.8. Restrictive Agreements 85 Section 7.9. Sale and Leaseback Transactions 86 Section 7.10. Hedging Transactions 86 Section 7.11. Amendment to Material Documents 86 Section 7.12. Activities of the MLP 86 Section 7.13. Accounting Changes 86 Section 7.14. Unrestricted Subsidiaries 86 Section 7.15. Government Regulation 87 ARTICLE VIII EVENTS OF DEFAULT 87 Section 8.1. Events of Default 87 Section 8.2. Application of Proceeds from Collateral 90 Section 9.1. Appointment of the Administrative Agent 91 Section 9.2. Nature of Duties of the Administrative Agent 91 Section 9.3. Lack of Reliance on the Administrative Agent 92 Section 9.4. Certain Rights of the Administrative Agent 92 Section 9.5. Reliance by the Administrative Agent 92 Section 9.6. The Administrative Agent in its Individual Capacity 93 Section 9.7. Successor Administrative Agent 93

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 3.12 as of the Effective Date or thereafter, any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Parent may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, no Default would exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Parent’s direct and indirect ownership interest in such Subsidiary and such Investment would not be prohibited to be made at the time of such designation under Section

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