Common use of New Lender Clause in Contracts

New Lender. Effective as of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as Cornerstone Capital Bank, SSB has become a Lender (in such capacity, the “New Lender”) by its execution of this Amendment. As of the Fifth Amendment Effective Datedate hereof, the Commitment of each Lender is now as set forth on Schedule 2.1 attached to this Amendment, and the existing Lenders hereby assign to the New Lender hereby joins inso much of their Commitments and Loans as necessary to effectuate such reallocation, becomes a party towithout representation, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory theretowarranty or recourse. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that to Administrative Agent as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby Amendment and to become a Lender under the Credit Agreement, ; (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into execute this Fifth Amendment and to become a Lender on under the basis of which Credit Agreement; (c) it has made such analysis and decision has, independently and without reliance on the upon Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other Lendercondition and creditworthiness of the Loan Parties, and all applicable bank or other regulatory Laws relating to the transactions contemplated by the Credit Agreement, and made its own decision to enter into the Credit Agreement and to extend credit to Borrower under the Credit Agreement; (cd) from it will, independently and after without reliance upon Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the Fifth Amendment Effective Datetime, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties; and (e) it will perform, in accordance with their terms, all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The New Lender acknowledges as follows: (i) neither Administrative Agent nor any Lender has made any representation or warranty to it, and no act by Administrative Agent or any Lender hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by Administrative Agent or any Lender to any other Lender as to any matter, including whether Administrative Agent or any Lender has disclosed material information in its possession; (ii) except for notices, reports and other documents expressly required to be furnished to the Lenders by Administrative Agent pursuant to the Credit Agreement, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition and creditworthiness of any Loan Party or any of its Affiliates which may come into the possession of Administrative Agent; and (iii) on the date hereof, it shall be deemed automatically to have become a party to the Credit Agreement and be bound by the provisions have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents and have as if it were an original Lender signatory thereto. On the rights and obligations of a Lender thereunder. Subject to Section 10.3 date hereof, from the Fifth Amendment Effective Date until New Lender agrees to be bound by the Earthstone Merger Effective Dateterms and conditions set forth in the Credit Agreement and the other Loan Documents applicable to Lenders as if it were an original Lender signatory thereto (and expressly makes the appointment set forth in, each and agrees to the obligations imposed under, Article 10 of the Credit Agreement). New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum execution of this Amendment constitutes its execution of a joinder agreement pursuant to Section 2.10(a)(iii) of the Credit Amount shall be $0Agreement.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins inconsents to this Amendment. Each of the New Lender, becomes a party tothe Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and agrees each Non-Consenting Lender, as assignor (or deemed to comply with have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and be for all purposes, and subject to and bound by the terms and conditions terms, of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, Documents with Term B-1 Loans in an amount equal to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, thereto and (ciii) from shall perform all the obligations of and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the all rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment Each Non-Consenting Lender that does not execute such Assignment and Maximum Credit Amount Assumption shall be $0deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Second Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement (as amended by this Amendment) as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement (as amended by this Amendment) as a Lender thereunder and, to the extent of the Loans and Commitments acquired by such New Lender pursuant to this Amendment (such New Lender’s “Acquired Interest”), shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by such Acquired Interest and either it, or the Person exercising discretion in making its decision to acquire such Acquired Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 4.01(a)(xi), 6.01(a) or 6.01(b) thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which purchase such Acquired Interest, (vi) it has made such analysis and decision has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to purchase such Acquired Interest, and (vii) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of (a) New Lender, by its signature to this Amendment, agrees to become a Lender under the Fifth Amendment Effective DateLoan Agreement, each with a Revolver Commitment in the amount set forth with respect to the New Lender hereby joins in, becomes a party toon Schedule 1 hereto, and agrees to comply with and be bound by all of the terms and conditions of applicable to Lenders under the Credit Loan Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such Transaction Document. (b) New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (bB) it meets all requirements of an Eligible Assignee under the Loan Agreement, (C) from and after the Third Amendment Effective Date (as such term is hereinafter defined), it shall be bound by the provisions of the Loan Agreement and the other Transaction Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit Agreement and Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 9.1.3 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on party to the basis of which Loan Agreement, and (E) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a party to the Loan Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender. (c) from Each of the Agent, each Existing Lender, the Borrower, and after Servicer agrees that, as of the Fifth Third Amendment Effective Date, it New Lender shall (i) be a party to and the Loan Agreement with a Revolver Commitment in the amount set forth with respect to New Lender on Schedule 1 hereto, (ii) be bound by the provisions a Lender for all purposes of the Credit Loan Agreement and the other Loan Documents Transaction Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from under the Fifth Amendment Effective Date until Loan Agreement and the Earthstone Merger Effective Date, each other Transaction Documents. (d) The address of New Lender’s Revolving Commitment, Elected Revolving Commitment Lender for purposes of all notices and Maximum Credit Amount shall be $0other communications is as set forth on the signature page hereto.

New Lender. Effective as of (a) On the Fifth Fourth Amendment Effective Date, each Signature Bank (the “New Lender”) hereby agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such set forth therein. (b) The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to become a Lender under Section 11.06(b)(iii) and (v) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof7.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement, (v) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower, the Administrative Agent, the L/C Issuer and after the Fifth Swing Line Lender agree that, as of the Fourth Amendment Effective Date, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until Credit Agreement are as set forth in the Earthstone Merger Effective Date, each New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Administrative Agent.

New Lender. Effective as of (a) On the Fifth Sixth Amendment Effective Date, each of Bank of Montreal, Chicago Branch, Citizens Bank, N.A., Arvest Bank and Northbrook Bank & Trust Company, N.A. (the “New Lender Lenders” and each a “New Lender”) hereby joins in, becomes a party to, and agrees to comply with provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and be bound by the terms and conditions initial Applicable Percentage of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. shall be as set forth therein. (b) Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to become a Lender under Section 11.06(b)(iii) and (v) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof7.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement, (v) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower, the Administrative Agent, the L/C Issuer and after the Fifth Swing Line Lender agree that, as of the Sixth Amendment Effective Date, it each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each Credit Agreement are as set forth in such New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by such New Lender in a notice to the Administrative Agent.

New Lender. Effective as of From and after the Fifth Third Amendment Effective Date, each U.S. Bank, National Association (the “New Lender hereby joins inLender”), becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to with the same extent Commitments as if such set forth therein. The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Third Amendment and to consummate the transactions contemplated hereby and to become a Lender under having its Commitments set forth in the Credit Agreement, (bii) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments and related interests, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 8.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Third Amendment and to become a Lender having the Commitments set forth in the Credit Agreement, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Third Amendment and to become a Lender having the Commitments set forth in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (and have does hereby appoint) Xxxxx Fargo Bank, National Association to act on its behalf as the rights Administrative Agent and obligations has thereby authorized (and does hereby authorize) the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of a Lender thereunder. Subject to Section 10.3 hereofthe Loan Documents, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment together with such actions and Maximum Credit Amount shall be $0powers as are reasonably incidental thereto.

New Lender. Effective as of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a New Lender under the Credit Agreement, (bi) confirms that it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement and to become a Lender on party to the basis of which Credit Agreement as a Lender; (ii) agrees that it has made such analysis and decision will, independently and without reliance on the Administrative upon Agent or any other Lender, Lender and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and be bound by the provisions of authorizes Agent to take such action as Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Financing Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (v) represents that on the date of this Agreement it is not presently aware of any facts that would cause it to make a claim under the Credit Agreement; (vi) represents and have warrants that New Lender is (or, upon receipt of any required consents hereto by Agent) an Eligible Assignee; and (vii) represents and warrants that it has experience and expertise in the making or the purchasing of loans such as the Credit Extensions and Applicable Commitments it is purchasing in connection with this Agreement, and that it has acquired the interests described herein for its own account and without any present intention of selling all or any portion of such interests. (b) New Lender represents and warrants to the Agent and each other Lender that it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the provisions hereof, that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity. (c) For the purposes hereof and for purposes of the Credit Agreement, the notice address of New Lender shall be as set forth its signature page hereto. (d) The Agent, the New Lender and each other Lender agree that with effect from the date of this Agreement, pro rata to its participation (i) becomes a party as a pledgee to the Share Pledge Agreement over the shares in Quotient Suisse SA (the “Swiss Pledge Agreement”) and is bound by all the terms and conditions thereof, (ii) assumes all rights and obligations of the a Lender thereunder. Subject under the Swiss Pledge Agreement and (iii) participates in the security granted pursuant to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.Swiss Pledge Agreement

New Lender. Effective as (a) On the date of this Amendment, each of Mizuho Bank, Ltd., First National Bank of Pennsylvania, Santander Bank, N.A., United Bank, Compass Bank, and TriState Capital Bank (each a “New Lender” and collectively, the Fifth Amendment Effective Date, “New Lenders”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. set forth therein. (b) Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the date of this Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to provide its Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a provide its Commitment, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment and to provide its Commitment, and (vii) if it is a Foreign Lender, it has delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower and after the Fifth Amendment Effective DateAdministrative Agent agree that, it as of the date of this Amendment, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each Credit Agreement are as set forth in such New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by such New Lender in a notice to the Administrative Agent.

New Lender. Effective as of the Fifth (a) The Lender executing and delivering this Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by “New Lender", (the Credit Agreement, to the same extent as if such “New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender Lender”) (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) it meets the requirements to be an Eligible Assignee under Section 11.7 of the Credit Agreement, (C) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.7 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Amendment, (D) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (cB) from and after it will perform in accordance with their terms all of the Fifth obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) The Borrower agrees that, as of the First Amendment Effective Date, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and Documents, (iii) have the rights and obligations of a Lender thereunder. Subject under the Credit Agreement and the other Loan Documents, and (iv) have a Commitment in the amount set forth adjacent to the New Lender’s name under the heading “Commitment Amount” in Exhibit A of the Credit Agreement (as amended hereby). (c) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.2 of the Fifth Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the First Amendment Effective Date until the Earthstone Merger Effective Dateor such other address, each New Lender’s Revolving Commitment, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0.designated by the New Lender in a written notice to the Administrative Agent. CHAR1\1889343v4

New Lender. Effective as of the Fifth Amendment Effective Date, each Gxxxxxx Sxxxx Bank USA (“New Lender Lender”) hereby joins in, becomes a party to, and agrees to comply perform all obligations with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document respect to which any Lender is required to be bound by the Credit Agreement, to the same extent its respective Revolving Commitment and/or Term Commitment as if such New Lender were an original Lender under and signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement having a Commitment equal to its respective Revolving Commitment and/or Term Commitment as are delegated set forth on Schedule I attached to the Administrative Credit Agreement (as amended hereby), which obligations shall include, without limitation, the obligation to indemnify the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under provided in the Credit Agreement, . New Lender (bi) confirms that it has received a copy of the Credit Agreement and (as amended hereby), together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, requested by New Lender and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on party to the basis of which Credit Agreement, (ii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule I attached to the Credit Agreement (as amended hereby), and (cvi) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions confirms that none of the Credit Agreement funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall will not be $0“plan assets” under ERISA.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins inconsents to this Amendment. Each of the New Lender, becomes a party tothe Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and agrees each Non-Consenting Lender, as assignor (or deemed to comply with have been signed by such Non-Consenting Lender pursuant to Sections 9.02(c) and be 9.04(b)(ii) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms and conditions terms, of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, Documents with Initial Term Loans and Revolving Commitments in an amount equal to the same extent aggregate principal amount of all Existing Term Loans and Existing Revolving Commitments, as if such New Lender were an original signatory thereto. Each New Lender hereby applicable, of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, thereto and (ciii) from shall perform all the obligations of and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the all rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment Each Non-Consenting Lender that does not execute such Assignment and Maximum Credit Amount Assumption shall be $0deemed to have executed and delivered such Assignment and Assumption in accordance with Sections 9.02(c) and 9.04(b)(ii) of the Credit Agreement. After the assignment (or deemed assignment) of Initial Term Loans and Revolving Commitments by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Initial Term Loans and Revolving Commitments.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Pro Rata Share, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, 6.2 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Collateral Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Collateral Agent or any Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Loan Documents are required to be performed by it as a Lender. The New Lender hereby appoints and authorizes the Agent and the Collateral Agent to take such action as the Agent or the Collateral Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent and the other Loan Documents Collateral Agent by the terms thereof, together with such powers and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0discretion as are reasonably incidental thereto.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit AgreementAgreement as amended hereby, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to perform its obligations under this Amendment and the Credit Agreement, to consummate the transactions contemplated hereby and to become a party to, and a Lender under under, the Credit AgreementAgreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth (a) The Lender executing and delivering this Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by “New Lender", (the Credit Agreement, to the same extent as if such “New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender Lender”) (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) it meets the requirements to be an Eligible Assignee under Section 11.7 of the Credit Agreement, (C) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.7 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Amendment, (D) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (cB) from and after it will perform in accordance with their terms all of the Fifth obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) The Borrower agrees that, as of the First Amendment Effective Date, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and Documents, (iii) have the rights and obligations of a Lender thereunder. Subject under the Credit Agreement and the other Loan Documents, and (iv) have a Commitment in the amount set forth adjacent to the New CHAR1\1889347v5 Lender’s name under the heading “Commitment Amount” in Exhibit A of the Credit Agreement (as amended hereby). (c) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.2 of the Fifth Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the First Amendment Effective Date until the Earthstone Merger Effective Dateor such other address, each New Lender’s Revolving Commitment, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a written notice to the Administrative Agent.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Effective Date, each Any Lender not an Existing Lender (a “New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender Lender”) (i) represents and warrants that it is legally authorized to enter into this Amendment; (aii) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) confirms that it has received a copy of the Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, referenced therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Amendment; (iii) acknowledges and to become a Lender on the basis of which agrees that it has made and will make such analysis inquiries and decision has taken and will take such care on its own behalf as would have been the case had it made a Loan directly to Borrower without the intervention of any Existing Lender, Agent or any other Person; (iv) acknowledges and agrees that it will perform in accordance with their terms all of the obligations that, by the terms of any Loan Document, are required to be performed by it as a Lender; (v) agrees that it will, independently and without reliance on the Administrative upon any Existing Lender, Agent or any other Lender, Person which is or has become a Lender and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (vi) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof, together with such powers under the Credit Agreement as are incidental thereto; (vii) agrees that it will be bound by the provisions of the Amended Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to the Amended Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to its exemption from United States withholding taxes with respect to all payments to be made to it under the Amended Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty; (viii) confirms that it is an “Eligible Assignee” under the terms of the Amended Agreement; (ix) acknowledges and agrees that no Existing Lender nor Agent makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or any other instrument or document furnished pursuant thereto or the authorization, execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; and (x) acknowledges and agrees that no Existing Lender nor Agent makes any representation or warranty or assumes any responsibility with respect to the financial condition or creditworthiness of Borrower, any Guarantor or any other Person or the performance or observance by Borrower, any Guarantor or any other Person of any obligations under any Loan Document or any other instrument or document furnished pursuant thereto. From and after the First Amendment Effective Date, (i) any New Lender shall be deemed to be a party to the Amended Agreement and have the rights and obligations of Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof, and (ii) any such New Lender shall become a Lender for all purposes of the Credit Agreement and the other Loan Documents Documents, and have the rights and obligations execution of a this Amendment by such New Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0deemed to be execution of the Credit Agreement.

New Lender. (a) Effective as set forth in Section 3 below, each undersigned New Lender agrees to purchase its Pro Rata Share of Loans pursuant to the terms of the Fifth Amendment Effective Date, each Amended Term Loan Agreement in the principal amount of such New Lender’s Loans as set forth on Schedule I to the Amended Term Loan Agreement. Each New Lender hereby joins in, becomes not a party to, to the Existing Term Loan Agreement hereby acknowledges and agrees that, by its execution of this Amendment as a “New Lender”, (i) such New Lender will be deemed to comply with and be bound by a party to the terms and conditions of the Credit Amended Term Loan Agreement as a “Lender” and (ii) such New Lender thereunder shall have all of the obligations of a “Lender” under the Amended Term Loan Agreement and under each and every other Loan Document to which any Lender is required agrees to be bound by all of the Credit terms, provisions and conditions applicable to “Lenders” contained in the Amended Term Loan Agreement, to the same extent in each case, as if such it had executed the same. (b) Each undersigned New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (aii) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) confirms that it has received a copy of the Credit Agreement and Existing Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 Sections 9.1. and 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which Amendment; (iii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Term Loan Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Term Loan Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) if it is a Foreign Lender, confirms that it has delivered any documentation to the Administrative Agent and (c) from and after the Fifth Amendment Effective Date, Borrower required to be delivered by it shall be a party pursuant to and be bound by the provisions terms of the Credit Agreement Amended Term Loan Agreement, duly completed and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0executed by it.

New Lender. Effective (a) By its execution of this Amendment, the New Lender shall become a party to the Credit Agreement as of the Fifth Sixth Amendment Effective DateDate and shall have all the rights and obligations, each New Lender hereby joins inseverally and not jointly, becomes of a party to“Lender” under the Credit Agreement and the other Loan Documents as if it were an original signatory thereto, and agrees shall agree, and does hereby agree, severally and not jointly, to comply with and be bound by the terms and conditions of set forth in the Credit Agreement as a Lender thereunder and under each and every the other Loan Document Documents to which any Lender is required to be bound by the Credit AgreementLenders are a party, to the same extent in each case, as if such New Lender it were an original signatory thereto. Each . (b) The New Lender, severally and not jointly, (i) confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that it has independently and without reliance upon the Administrative Agent or any other Lender, and based on such information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement (and that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender hereby and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement); (iii) represents and warrants that (A) its name set forth herein is its legal name, (B) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Amendment, the Credit Agreement and the other Loan Documents, (C) no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith, and (D) this Amendment constitutes its legal, valid and binding obligation; (iv) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender ; (v) appoints and authorizes the Issuing Bank to take such action as letter of credit issuing bank on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that (a) it has full power and authorityunder applicable Laws no tax will be required to be withheld by the Administrative Agent or the Borrower with respect to any payments to be made to the New Lender hereunder or under any Loan Document, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bno tax forms described in Section 5.03(a) it has received a copy of the Credit Agreement and copies of are required to be delivered by the most recent financial statements New Lender (or if required, such tax forms have been delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and as required under Section 5.03(a) of the Credit Agreement). (c) from The New Lender hereby advises each other party hereto that its respective address for notices and after its respective Lending Office shall be as set forth below its name on its signature page attached hereto. (d) On the Fifth Sixth Amendment Effective Date, it each of the Lenders that was a Lender prior to the date Sixth Amendment Effective Date (each, an “Existing Lender”) hereby sells, assigns, transfers and conveys to the New Lender, and the New Lender hereto hereby purchases and accepts, so much of the aggregate commitments under, and loans and participations in letters of credit outstanding under, the Credit Agreement such that, immediately after giving effect to the effectiveness of this Amendment, the Applicable Percentage of each Lender to the Credit Agreement and the portion of the relevant Commitment of each Lender, shall be as set forth on Annex I, as amended hereby (it being understood that if any Letters of Credit are outstanding under the Credit Agreement as of the Sixth Amendment Effective Date, then the New Lender shall have purchased and accepted from the Existing Lenders, a party participation in such outstanding Letters of Credit based on its respective Applicable Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and be bound without any warranties whatsoever by the provisions Administrative Agent, the Issuing Bank or any Existing Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents and have thereunder for periods prior to the rights and obligations adjustment date among themselves, but in no event shall any such adjustment of Eurodollar Loans (a) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (b) entitle any Lender thereunder. Subject to any reimbursement under Section 10.3 hereof, from 5.02 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0Agreement.

New Lender. Effective 3.1. In connection with this Agreement, and simultaneously with its effectiveness and certain fundings as set forth herein, SunTrust Bank (“New Lender”) will become a Lender for all purposes under the Original Credit Agreement and Loan Documents together with the existing Lender (the “Existing Lender”). Simultaneously with the effectiveness of this Agreement and certain fundings as set forth herein, Exhibit 3 to the Fifth Amendment Effective DateOriginal Credit Agreement is deleted and replaced with the Exhibit 3 attached hereto. 3.2. Upon the full and complete execution of this Agreement, the Administrative Agent shall arrange, and each Lender (including New Lender hereby joins inand the Existing Lender) shall fully cooperate, becomes a party toin making or receiving, and agrees to comply with and be bound as directed by the terms Administrative Agent, wire transfers and conditions fund transfers reasonably necessary to effectuate the pro-rata shares set forth on Exhibit 3. Upon such transfer of funds, this Agreement shall be effective and such effectiveness shall relate back to 8:00 a.m. St. Louis time on the Credit Agreement as a date of this Agreement. 3.3. New Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreementagrees that, to the same extent it has purchased and assumed or be found to have purchased and assumed from Existing Lender any interest in any Loan that it has purchased and assumed such interest, without recourse and without representation or warranty except as if expressly set forth in Section 3.4. Such purchase and assumption shall include that portion of the Existing Lender’s obligations to fund unfunded Approvals equal to its percentage of the Floorplan Loans. 3.4. Existing Lender represents and warrants that it is the legal and beneficial owner of its Loans and that such interest is free and clear of any adverse claim. 3.5. New Lender were (i) confirms, covenants and agrees that it has received a copy of the Original Credit Agreement and all prior amendments (if any), the Loan Documents, together with copies of the Financial Statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and become a Lender, and confirms and covenants that it has entered into this Agreement and agreed to become a Lender based on its own credit analysis and decision and without reliance upon any information provided by, or statement made by, Administrative Agent or any other Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any Existing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Original Credit Agreement; (iii) confirms that it is an original signatory thereto. Each New Lender hereby Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Original Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants ; (v) agrees that (a) it has full power and authority, and has taken will perform in accordance with their terms all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies obligations that by the terms of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Original Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and have (vi) promptly provide to Administrative Agent any U.S. Internal Revenue Service or other forms required under the rights Original Credit Agreement. 3.6. Upon the effectiveness of this Agreement and obligations the funding by the New Lender of the amounts directed to be funded by it by the Administrative Agent as set forth in Section 3.2 hereof, such New Lender shall be a Lender thereunderfor all purposes under the Original Credit Agreement and the other Loan Documents. Subject to Section 10.3 hereofFrom and after the effective date of this Agreement, from the Fifth Amendment Effective Date until Administrative Agent shall make all payments under the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment Original Credit Agreement and Maximum Credit Amount shall be $0the Notes consistent with the pro-rata shares of the Lenders.

New Lender. Effective as of Upon the Fifth Amendment Effective Condition Satisfaction Date, each New Lender hereby joins in, becomes : (a) WAMU shall be deemed automatically to have become a party toto the Revolving Credit Agreement, shall have all the rights and obligations of a "Lender" under the Revolving Credit Agreement and the other Loan Documents as if each were an original signatory thereto, and agrees shall agree, and does hereby agree, to comply with and be bound by the terms and conditions of set forth in the Revolving Credit Agreement as a Lender thereunder and under each and every the other Loan Document Documents to which any Lender is required to be bound by the Credit AgreementLenders are a party, to the same extent in each case, as if such New Lender each were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, . (b) WAMU (i) confirms that it has received a copy of the Revolving Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which Revolving Credit Agreement; (ii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent Agent, the Issuer or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit Agreement; (iii) represents and warrants that its name set forth herein is its legal name; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Revolving Credit Agreement are required to be performed by it as a Lender, and . (c) from and after the Fifth Amendment Effective Date, it WAMU hereby advises each other party hereto that its respective address for notices shall be a as set forth below its name on Schedule 3 hereto. (d) The Lenders party to the Revolving Credit Agreement prior to the effectiveness of this Section 9 (the "Existing Lenders") hereby sell, assign, transfer and convey to WAMU, and WAMU hereby purchases and accepts, so much of the aggregate Commitments under, Loans outstanding under, and participations in Letters of Credit issued pursuant to, the Revolving Credit Agreement such that, after giving effect to this Section 9, the Percentage of each Lender (including the Existing Lenders and WAMU), and the portion of the Commitment Amount and portion of Facility Amount of each Lender, shall be bound as set forth on Schedule 3 hereto. The foregoing assignments, transfers and conveyances are without recourse to the Existing Lenders and without any warranties whatsoever by the provisions Agent, the Issuer or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of each Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. (e) The Assignors and the Assignees shall make all appropriate adjustments in payments under the Revolving Credit Agreement Agreement, the Notes, and the other Loan Documents and have for periods prior to the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0adjustment date among themselves.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit AgreementAgreement as amended hereby, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Second Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under under, the Credit AgreementAgreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Second Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as (a) JPMorgan Chase Bank, N.A. (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such set forth therein. (b) The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (x) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Seventh Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement and to become a provide its Commitment, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from Each of the Borrower and after the Fifth Amendment Effective DateAdministrative Agent agrees that, it as of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until Credit Agreement are as set forth in the Earthstone Merger Effective Date, each New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Administrative Agent. (e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 3 shall be deemed to be assignments made subject to and in compliance with Section 11.06 of the Credit Agreement (including, without limitation, the ‘Standard Terms and Conditions’ applicable to Assignments and Assumptions).

New Lender. Effective as (a) Royal Bank of Canada (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such set forth therein. (b) The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to provide such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which provide its Commitment, (vi) it has made such analysis and decision has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to provide its Commitment, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the Administrative terms of the Credit Agreement, duly completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from and after The Borrower agrees that, as of the Fifth Amendment Effective Datedate hereof, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 10.02 of the Fifth Amendment Effective Date until Credit Agreement are as set forth in the Earthstone Merger Effective Date, each New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by the New Lender to the Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Agent. (e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 7 shall be deemed to be assignments made subject to and in compliance with Section 10.06 of the Credit Agreement (including, without limitation, the ‘Standard Terms and Conditions’ applicable to Assignments and Assumptions).

New Lender. Effective as of From and after the Fifth Amendment Effective Date, each 1st Source Bank, an Indiana banking corporation (the “New Lender hereby joins inLender”), becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Amended Credit Agreement, to with the same extent Commitments as if such set forth therein. The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under having its Commitments set forth in the Amended Credit Agreement, (bii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Commitments and related interests, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Amended Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 8.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender having the Commitments set forth in the Amended Credit Agreement, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitments set forth in the Amended Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (and have does hereby appoint) Xxxxx Fargo Bank, National Association to act on its behalf as the rights Administrative Agent and obligations has thereby authorized (and does hereby authorize) the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of a Lender thereunder. Subject to Section 10.3 hereofthe Loan Documents, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment together with such actions and Maximum Credit Amount shall be $0powers as are reasonably incidental thereto.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Amended Credit Agreement, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (b) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth First Amendment Effective Date, it shall be a party to and be bound by the provisions of the Amended Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each (a) The New Lender represents and warrants that to the Administrative Agent as follows: (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bi) it has received a copy of the Credit Agreement and all amendments thereto, together with copies of the most recent financial statements of the Borrower delivered pursuant to Section 8.01 thereofthereto; (ii) it has, independently and without reliance upon any Agent-Related Person and based on such other documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated by the Credit Agreement, and made its own decision to enter into the Credit Agreement and to extend credit to the Borrower and the other Loan Parties under the Credit Agreement; (iii) it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis analysis, appraisals and decision to enter into this Fifth Amendment decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, and to become a make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, and other condition and creditworthiness of the Borrower and the other Loan Parties. (b) The New Lender on the basis of which it acknowledges as follows: (i) no Agent-Related Person has made such analysis any representation or warranty to it, and decision independently and without reliance on no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession; (ii) except for notices, reports and other Lenderdocuments expressly required to be furnished to the Lenders by the Administrative Agent pursuant to the Credit Agreement, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person; and (ciii) from and after simultaneously with the Fifth Amendment Effective Datesatisfaction of the conditions to effectiveness set forth in Section 4 of this Second Amendment, it shall be deemed automatically to have become a party to the Credit Agreement and be bound by the provisions have all rights and obligations of a Lender under the Credit Agreement and the other Loan Documents (and have it expressly makes the rights appointment set forth in, and agrees to the obligations imposed under, Article IX of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0Agreement).

New Lender. Effective as By its execution of the Fifth Amendment Effective Datethis Agreement, each New Lender is hereby joins in, becomes a party to, and agrees added to comply with and be bound by the terms and conditions of the Credit Loan Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authorityLender, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bi) confirms that it has received a copy of the Credit Loan Agreement and the other Loan Documents, together with copies of the most recent any financial statements delivered pursuant to Section 8.01 thereof, requested by New Lender and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which Agreement, (ii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other Lender, Lender and (c) from based on such documents and after the Fifth Amendment Effective Date, information at it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and be bound authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the provisions terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Agreement by New Lender is duly authorized, (v) assumes all obligations of a Lender under the Credit Loan Agreement and the other Loan Documents and have agrees that it will perform in accordance with their terms all of the rights obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) confirms that its payment instructions and obligations notice instructions are as set forth in the attached Schedule 1, (vii) confirms that none of a the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (viii) if applicable, agrees to provide the forms prescribed by the Internal Revenue Service of the United States certifying that New Lender thereunder. Subject is entitled to Section 10.3 hereof, from receive payments under the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0Loan Documents without deduction or withholding of any United States federal income taxes.

New Lender. Effective as of the Fifth Amendment Effective DateXxxxx Fargo Bank, each National Association (“New Lender Lender”) hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and by the Amended Credit Agreement and to become a Lender under the Amended Credit Agreement, (bii) it satisfies the requirements, if any, specified in the Amended Credit Agreement and under applicable law that are required to be satisfied by it in order to extend its Commitments and Loans under the Amended Credit Agreement and become a Lender, (iii) from and after the Eleventh Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Commitments and Loans, shall have the obligations of a Lender of the applicable Class thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans of New Lender and either it, or the Person exercising discretion in making its decision to extend the Commitments and Loans of New Lender, is experienced in acquiring assets of this type, and (v) it has received a copy of the Amended Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereofSections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender under the Amended Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other LenderLender or their respective Related Parties, and (cb) from agrees that (i) it will, independently and after without reliance on the Fifth Amendment Effective DateAdministrative Agent or any Lender or their respective Related Parties, and based on such documents and information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Colgate Merger Effective Date, each the New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Colgate Merger Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of (a) From and after the Fifth Amendment Effective Datedate hereof, each the New Lender hereby joins in, becomes a party to, and agrees shall be deemed to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by for all purposes of the Credit Agreement, and each reference to the same extent as if such Lenders in the Credit Agreement shall be deemed to include the New Lender. The New Lender were an original signatory thereto. Each New Lender hereby appoints JPMorgan Chase Bank, N.A. as the Administrative Agent and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each . (b) The New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment No. 3 and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets all the requirements to be an assignee under Section 10.6 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof6.1 of the Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which No. 3, (v) it has made such analysis and decision has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 3, and (vi) if it is a Foreign Lender, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement has been delivered to the Administrative Agent; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Effective Date, each (a) The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the provisions of the Credit Agreement, and agrees that it shall, as of the Effective Date (as defined below), become a Lender for all purposes of the Credit Agreement and of the other Loan Documents to the same extent as if such originally a party thereto, with a Revolving Credit Commitment of $10,000,000. Without limitation of the foregoing, on the Effective Date the New Lender were shall acquire an original signatory thereto. Each undivided participating interest in each outstanding Letter of Credit in accordance with Section 2.19 of the Credit Agreement. (b) The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that it is legally authorized to enter into this Consent and Amendment; (aii) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) confirms that it has received a copy of the Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant referred to in Section 8.01 thereof, 5.13 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Consent and to become a Lender on the basis of which Amendment; (iii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents or any instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (cv) from and after the Fifth Amendment Effective Date, agrees that it shall be a party to and will be bound by the provisions of the Credit Agreement and the other Loan Documents and have will perform in accordance with its terms all the rights and obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a Lender thereunder. Subject jurisdiction outside the United States, its obligation pursuant to Section 10.3 hereof, from 2.16 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each Credit Agreement. (c) The New Lender’s Revolving Commitmentaddress for notices for the purposes of the Credit Agreement is as follows: General Electric Capital Corporation Corporate Financial Services 000 Xxxx Xxxxx Xxxx Xxxxxxxx, Elected Revolving Commitment and Maximum Credit Amount shall be $0.XX 00000-0000 Attention: Xxxxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action actions as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender (x) represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it meets all the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (c) from and after the Ninth Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (d) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire its Commitment, is experienced in acquiring assets of such type, (e) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 6.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment, (f) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which provide its Commitment, and (g) it has made such analysis delivered all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and decision executed by it; and (y) agrees that (a) it will, independently and without reliance on the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (b) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as From and after the effective date of the Fifth Amendment Effective Dateamendments set forth in Section 2, each KeyBank National Association (the “New Lender hereby joins in, becomes a party to, and agrees to comply with and Lender”) shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such amended hereby, with a Commitment as set forth therein. The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under having its Commitment set forth the Credit AgreementAgreement as amended hereby, (bii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitment and related interests, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment acquired hereby and it is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 5.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender having the Commitment set forth in the Credit Agreement as amended hereby, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitment set forth in the Credit Agreement as amended hereby; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and be bound (ii) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (and have does hereby appoint) Xxxxx Fargo to act on its behalf as the rights Administrative Agent and obligations has thereby authorized (and does hereby authorize) the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of a Lender thereunder. Subject to Section 10.3 hereofthe Loan Documents, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment together with such actions and Maximum Credit Amount shall be $0powers as are reasonably incidental thereto.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such each New Lender were was an original signatory theretoto the Credit Agreement. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth First Amendment, to perform its obligations under this First Amendment and the Credit Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth First Amendment and the Credit Agreement and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth First Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins inconsents to this Amendment. Each of the New Lender, becomes a party tothe Agent and the Borrowers acknowledges and agrees that, upon the execution and delivery of an Assignment and Acceptance signed by the New Lender, as assignee, and agrees each Non-Consenting Lender, as assignor (or signed by the Agent on behalf of such Non-Consenting Lender, pursuant to comply with Section 2.16(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and be for all purposes, and subject to and bound by the terms and conditions terms, of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, Documents with Loans in an amount equal to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby aggregate principal amount of all Existing Loans of all Non‑Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, thereto and (ciii) from shall perform all the obligations of and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the all rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment Each Non-Consenting Lender that does not execute such Assignment and Maximum Credit Amount Acceptance shall be $0deemed to have executed and delivered such Assignment and Acceptance in accordance with Section 2.16(b) of the Credit Agreement. After the assignment (or deemed assignment) of Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Loans.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins inconsents to this Amendment. Each of the New Lender, becomes a party tothe Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Acceptance signed by the New Lender, as assignee, and agrees each Non-Consenting Lender, as assignor (or signed by the Agent on behalf of such Non-Consenting Lender, pursuant to comply with Section 2.16(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and be for all purposes, and subject to and bound by the terms and conditions terms, of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, Documents with Loans in an amount equal to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, thereto and (ciii) from shall perform all the obligations of and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the all rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment Each Non-Consenting Lender that does not execute such Assignment and Maximum Credit Amount Acceptance shall be $0deemed to have executed and delivered such Assignment and Acceptance in accordance with Section 2.16(b) of the Credit Agreement. After the assignment (or deemed assignment) of Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Loans.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Amended Credit Agreement, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (b) it has received a copy of the Amended Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof6.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent Agent, any Fifth Amendment Arranger or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Amended Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. (a) Effective as set forth in Section 5 below, each undersigned New Lender agrees to make Revolving Credit Loans pursuant to the terms of the Fifth Amendment Effective Date, each Amended Credit Agreement in the principal amount of such New Lender’s Revolving Credit Commitment as set forth on Schedule I to the Amended Credit Agreement. Each New Lender hereby joins in, becomes not a party to, to the Existing Credit Agreement hereby acknowledges and agrees that, by its execution of this Amendment as a “New Lender”, (i) such New Lender will be deemed to comply with and be bound by a party to the terms and conditions of the Amended Credit Agreement as a “Revolving Credit Lender” and a “Lender” and (ii) such New Lender thereunder shall have all of the obligations of a “Revolving Credit Lender” and a “Lender” under each the Amended Credit Agreement and every other Loan Document to which any Lender is required agrees to be bound by all of the terms, provisions and conditions applicable to “Revolving Credit Lenders” and “Lenders” contained in the Amended Credit Agreement, to the same extent in each case, as if such it had executed the same. (b) Each undersigned New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (aii) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) confirms that it has received a copy of the Existing Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 Sections 9.1. and 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which Amendment; (iii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) if it is a Foreign Lender, confirms that it has delivered any documentation to the Administrative Agent and (c) from and after the Fifth Amendment Effective Date, Borrower required to be delivered by it shall be a party pursuant to and be bound by the provisions terms of the Amended Credit Agreement Agreement, duly completed and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0executed by it.

New Lender. Effective as of (a) New Lender, by its signature to this Amendment, agrees to become a Lender under the Fifth Amendment Effective DateLoan Agreement, each with a Revolver Commitment in the amount set forth with respect to New Lender hereby joins in, becomes a party toon Schedule 1 hereto, and agrees to comply with and be bound by all of the terms and conditions of applicable to Lenders under the Credit Loan Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such Transaction Document. (b) New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (bB) from and after the Amendment Effective Date (as such term is hereinafter defined), it shall be bound by the provisions of the Loan Agreement and the other Transaction Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (C) it has received a copy of the Credit Agreement and Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 9.1.3 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement and to become a Lender on party to the basis of which Loan Agreement, and (D) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to become a party to the Loan Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender. (c) from Each of the Agent, Existing Lender, the Borrower, and after Servicer agrees that, as of the Fifth Amendment Effective Date, it the New Lender shall (i) be a party to and the Loan Agreement with a Revolver Commitment in the amount set forth with respect to New Lender on Schedule 1 hereto, (ii) be bound by the provisions a Lender for all purposes of the Credit Loan Agreement and the other Loan Documents Transaction Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from under the Fifth Amendment Effective Date until Loan Agreement and the Earthstone Merger Effective Date, each other Transaction Documents. (d) The address of the New Lender’s Revolving Commitment, Elected Revolving Commitment Lender for purposes of all notices and Maximum Credit Amount shall be $0other communications is as set forth on the signature page hereto.

New Lender. (a) Effective as of September 25, 2014 (the Fifth “Amendment Effective Date”), but subject to the satisfaction of the conditions precedent set forth in Section 3 below, each of the Lenders party to the Credit Agreement immediately prior to the date hereof (collectively, the “Existing Lenders”) hereby agrees that the Agent shall have full power and authority to allocate the Revolving Loan Commitment of such Existing Lender as in effect immediately prior to the Amendment Effective Date such that, immediately after giving effect to such allocations on the Amendment Effective Date, each Existing Lender and each New Lender shall hold the “Revolving Loan Commitment” set forth next to its name on Schedule 1.1(a) hereto. Each Existing Lender further agrees to make all assignments and/or transfers, and hereby consents to any such assignments and transfers, which may be necessary (including, without limitation, assignments of Loans and Letter of Credit Obligations) to effect the allocations described in the preceding sentence. (b) Effective as of the Amendment Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 3 below, each New Lender hereby joins inacknowledges and agrees that, becomes by its execution of this Amendment, (i) such New Lender will be deemed to be a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement“Lender”, to the same extent as if (ii) such New Lender were an original signatory theretoshall have all of the obligations of a “Lender” under the Credit Agreement as if it had executed the same, (iii) such New Lender shall hold the “Revolving Loan Commitment” set forth next to its name on Schedule 1.1(a) hereto and (iv) such New Lender shall purchase at par from the Existing Lenders, in immediately available funds, such New Lender’s Commitment Percentage of the Loans and Letters of Credit Obligations outstanding as of the Amendment Effective Date. Each New Lender hereby appoints agrees to be bound by all of the terms, provisions and authorizes the Administrative Agent conditions applicable to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under “Lenders” contained in the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and . (c) from and after the Fifth Amendment Effective DateFor purposes of this Amendment, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each “New Lender’s Revolving Commitment, Elected Revolving Commitment ” means each financial institution that executes and Maximum Credit Amount shall be $0delivers to the Agent a signature page to this Amendment on which it is indicated that such financial institution is a “New Lender”.

New Lender. Effective as (a) On the date of this Agreement, each of Deutsche Bank AG New York Branch and Capital One, National Association (each, a “New Lender” and together, the Fifth Amendment Effective Date, “New Lenders”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. set forth therein. (b) Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to be an assignee under Section 11.06(b), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit 1004288082v12 Agreement), (iii) from and after the date of this Agreement, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the assigned interest and either it, or the Person exercising discretion in making its decision to provide its Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement and to become a provide its Commitment, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (vii) if it is a Foreign Lender, it has delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower and after the Fifth Amendment Effective DateAdministrative Agent agree that, it as of the date of this Agreement, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each Credit Agreement are as set forth in such New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by such New Lender in a notice to the Administrative Agent.

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as amended hereby as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit AgreementAgreement as amended hereby, to the same extent as if such the New Lender were an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Second Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under under, the Credit AgreementAgreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Second Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective a. As a signatory hereto, as of the Fifth Amendment Effective DateDate (as defined below), each the New Lender hereby joins in, becomes shall become a party to, and agrees to comply with and be bound by the terms and conditions of Lender under the Credit Agreement as a Lender thereunder for all purposes and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such originally a party thereto and shall be bound by and entitled to the benefits of the Credit Agreement. The New Lender were an original signatory theretoshall have a Revolving Commitment in the amount set forth under the heading “Revolving Commitment” opposite the New Lender’s name in Schedule 1.1A to the Credit Agreement (as amended pursuant to the terms hereof). Each On the Amendment Effective Date, the New Lender hereby appoints and authorizes shall make available to the Administrative Agent to take its pro rata share of Revolving Loans outstanding on such action as the Administrative Agent on its behalf and to exercise such powers and discretion under date in accordance with Section 2.2 of the Credit Agreement as are delegated if the New Lender was party to the Credit Agreement on the date such Revolving Loans were originally made and the Administrative Agent shall reduce the amount of the outstanding Revolving Loans held by each of the Existing Lenders as necessary to achieve a ratable allocation of the outstanding Revolving Loans. For the avoidance of doubt, the Borrower agrees to indemnify the Existing Lenders in accordance with Section 2.14 of the Credit Agreement for any loss incurred by the terms thereof, together Existing Lenders in connection with such powers and discretion as are reasonably incidental thereto. Each the prepayment of the outstanding Revolving Loans described in this Section 6(a). b. The New Lender (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender and (C) it has received a copy of the Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and (c) from based on such documents and after the Fifth Amendment Effective Date, information as it shall be a party deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and be bound (B) it will perform in accordance with their terms all of the obligations which by the provisions terms of the Loan Documents are required to be performed by it as a Lender. c. The New Lender’s address for notices for the purposes of the Credit Agreement and the other Loan Documents and have the rights and obligations is as follows: Bank of a Lender thereunder. Subject to Section 10.3 hereofAmerica, from the Fifth Amendment Effective Date until the Earthstone Merger Effective DateN.A. 000 Xxxxxxxxx Xxxxxx, each New Lender’s Revolving CommitmentXxxxxxx XX 00000 Attention: Xxxxxx XxXxxx, Elected Revolving Commitment and Maximum Credit Amount shall be $0.Managing Director-Energy Facsimile: 000-000-0000 Telephone: 000-000-0000

New Lender. Effective (a) Each of the parties hereto acknowledges and agrees that as of the Fifth Sixth Amendment Effective Date, each Banco Bilbao Vizcaya Argentaria, S.A. New Lender hereby joins in, becomes York Branch (the “New Lender”) shall be a party to, to and agrees to comply a “Lender” under the Credit Agreement as if originally named therein as a party with and be bound by the terms and conditions a Commitment as set forth on Schedule 1.1(a) of the Credit Agreement as a Lender thereunder amended by this Amendment and under each and every other Loan Document to which any Lender is required to shall be bound by all of the Credit Agreement, terms and provisions applicable to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion Lenders under the Credit Agreement as are delegated amended by this Amendment. (b) The New Lender shall deliver to the Administrative Agent by cash in an amount equal to such New Lender’s pro rata share of the terms thereofaggregate Loans outstanding on the Sixth Amendment Effective Date, together with such powers and discretion as are reasonably incidental thereto. Each if any. (c) The New Lender (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to provide a Commitment and to become a Lender and (C) it is not an Ineligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and Agreement, as amended hereby, together with copies of the most recent financial statements referred to in Section 4.9 thereof or delivered pursuant to Section 8.01 thereof, 5.1 thereof and such other documents and information as it has deemed appropriate to make its own it owns credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision Credit Agreement as amended by the Sixth Amendment, (iii) will independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (cv) from and after agrees that it will perform in accordance with their terms all the Fifth Amendment Effective Date, it shall be a party to and be bound obligations which by the provisions terms of the Credit Agreement and the other Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. Effective as 3.1 The parties hereto confirm and agree that the New Lender shall be a Lender for all purposes of the Fifth Amendment Effective Date, each Amended Credit Agreement and the other Credit Documents having the Commitment set forth opposite its name on Exhibit "A" hereto and all references herein or therein to "Lenders" or a "Lender" shall be deemed to include the New Lender. 3.2 The New Lender hereby joins in, becomes a party to, acknowledges and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to that: (a) it will be bound by the Credit Agreement and the other Credit Documents as a Lender to the extent of its Commitment as fully as if it had been an original party to the Credit Agreement; (b) it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Subsidiaries, all of the matters and transactions contemplated herein and in the Credit Agreement and other Credit Documents and all other matters incidental to the Credit Agreement and the other Credit Documents. The New Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent: (i) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower, its Subsidiaries or any other Person under or in connection with the Credit Agreement and other Credit Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it by the Agent); or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and its Subsidiaries. (c) a copy of the Credit Agreement has been made available to it for review and further acknowledges and agrees that it has received copies of such other Credit Documents and such other information 7632518.3 that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Credit Documents and the transactions contemplated hereby and thereby. The New Lender acknowledges to the same extent Agent that it is satisfied with the form and substance of the Credit Agreement (as if such amended and supplemented hereby) and the other Credit Documents. 3.3 Without in any way limiting the other provisions hereof, the New Lender were an original signatory thereto. Each New Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as the Administrative Agent agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by in accordance with the provisions of the Credit Agreement. 3.4 The New Lender specifies that its address for the purpose of notices under Section 12.4 of the Credit Agreement and the is: For funding notices: Barclays Bank plc 000 Xxxxxx Xxxxxxxx Xxxxxx, XX 00000 Attention: US Loan Operations Facsimile: (000) 000-0000 For all other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereofnotices: Barclays Bank plc 000 0xx Xxxxxx, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date00xx Xxxxx Xxx Xxxx, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.XX 00000 Attention: Xxxx Xxxxxxxx Facsimile: (000) 000-0000 Email: xxxx.xxxxxxxx@Xxxxxxxx.xxx

New Lender. Effective as of (a) On the Fifth Third Amendment Effective Date, JPMorgan Chase Bank, N.A. and Regions Bank (collectively, the “New Lenders”) hereby agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. set forth therein. (b) Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to become a Lender under Section 11.06(b)(iii) and (v) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof7.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement, (v) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the CHAR1\1935368v3 Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower, the Administrative Agent, the L/C Issuer and after the Fifth Swingline Lender agree that, as of the Third Amendment Effective Date, it each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each Credit Agreement are as set forth in such New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by such New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by such New Lender in a notice to the Administrative Agent.

New Lender. Effective as of (a) On the Fifth Third Amendment Effective Date, each The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 1.1 (a) attached hereto and the initial Pro Rata Share of the New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such set forth therein. (b) The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (a) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Loan Agreement, (bii) it meets all requirements of an Eligible Assignee under the Loan Agreement, (iii) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender provide its Commitment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a foreign lender, it has delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from The Borrower and after the Fifth Administrative Agent agree that, as of the Third Amendment Effective Date, it the New Lender shall (i) be a party to and be bound by the provisions of the Credit Loan Agreement and the other Loan Documents Documents, (ii) be a “Lender” for all purposes of the Loan Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Loan Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.1 of the Fifth Amendment Effective Date until Loan Agreement are as set forth in the Earthstone Merger Effective Date, each New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Administrative Agent.

New Lender. Effective as As of the Fifth Second Amendment Effective Date, each New Lender the parties hereto hereby joins inagree and acknowledge that, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver executing this Fifth Amendment, to consummate Drawbridge Special Opportunities Fund LP (the transactions contemplated hereby and to "New Lender") shall become a Lender under the Credit Agreement, Financing Agreement and the other Loan Documents. The New Lender (ba) confirms that it has received a copy of the Credit Agreement and copies of the most recent Financing Agreement and the other Loan Documents, together with copies of the financial statements delivered pursuant referred to Section 8.01 thereof, therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on under the basis of which Financing Agreement; (b) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent Agent, the Collateral Agent, or any other Lender, based on such documents and DOC ID - 22614363.5 13 INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE LOAN DOCUMENTS; (cC) from and after the Fifth Amendment Effective DateAPPOINTS AND AUTHORIZES EACH OF THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO TAKE SUCH ACTION AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (AS THE CASE MAY BE) ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (AS THE CASE MAY BE) BY THE TERMS THEREOF, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunderTOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (D) AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE LOAN DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER. Subject to Section 10.3 hereofAS OF THE DATE HEREOF, from the Fifth Amendment Effective Date until the Earthstone Merger Effective DateTHE NEW LENDER SHALL (I) BE A PARTY TO THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.(II) BE A "LENDER" FOR ALL PURPOSES OF THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS AND (III) HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE BORROWER HEREBY CONSENTS TO THE NEW LENDER BECOMING A LENDER UNDER THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS. DOC ID - 22614363.5 14

New Lender. Effective as of the Fifth (a) The Lender executing this Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by “New Lender” (the Credit Agreement, to the same extent as if such “New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender Lender”) (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) it meets the requirements to be an Assignee under Section 10.6 of the Credit Agreement, (C) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 6.1 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Amendment, (D) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (cB) from and after it will perform in accordance with their terms all of the Fifth obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) Each Borrower agrees that, as of the Second Amendment Effective Date, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a “Lender” for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject under the Credit Agreement and the other Loan Documents. (c) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.2 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to Section 10.3 hereof, from the Fifth Administrative Agent on or before the Second Amendment Effective Date until the Earthstone Merger Effective Dateor such other address, each New Lender’s Revolving Commitment, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Administrative Agent.

New Lender. Effective as (a) HSBC Bank USA, National Association (the "New Lender") hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and shall be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such set forth therein. (b) The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (x) represents and warrants that (ai) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 7.01 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment Agreement, (v) it has, independently and to become a without reliance upon the Administrative Agent or any other Lender and based on the basis of which such documents and information as it has deemed appropriate, made such its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) from and after The Borrower agrees that, as of the Fifth Amendment Effective Datedate hereof, it the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be bound by the provisions a "Lender" for all purposes of the Credit Agreement and the other Loan Documents Documents, and (iii) have the rights and obligations of a Lender thereunder. Subject to under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.3 hereof, from 11.02 of the Fifth Amendment Effective Date until Credit Agreement are as set forth in the Earthstone Merger Effective Date, each New Lender’s Revolving CommitmentAdministrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, Elected Revolving Commitment facsimile number and Maximum Credit Amount electronic mail address as shall be $0designated by the New Lender in a notice to the Administrative Agent. (e) The Lenders' Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 5 shall be deemed to be assignments made subject to and in compliance with Section 11.06 of the Credit Agreement (including, without limitation, the 'Standard Terms and Conditions' applicable to Assignments and Assumptions).

New Lender. Effective as of the Fifth Amendment Effective Date, each The New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such the New Lender were was an original signatory thereto. Each The New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Fourth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Fourth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Fourth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

New Lender. (a) Effective as set forth in Section 3 below, each undersigned New Lender agrees to purchase its Pro Rata Share of Tranche A-1 Term Loans pursuant to the terms of the Fifth Amendment Effective Date, each Amended Credit Agreement in the principal amount of such New Lender’s Tranche A-1 Term Loans as set forth on Schedule II to the Amended Credit Agreement. Each New Lender hereby joins in, becomes not a party to, to the Existing Credit Agreement hereby acknowledges and agrees that, by its execution of this Amendment as a “New Lender”, (i) such New Lender will be deemed to comply with and be bound by a party to the terms and conditions of the Amended Credit Agreement as a “Tranche A-1 Term Loan Lender” and a “Lender” and (ii) such New Lender thereunder shall have all of the obligations of a “Tranche A-1 Term Loan Lender” and a “Lender” under each the Amended Credit Agreement and every other Loan Document to which any Lender is required agrees to be bound by all of the terms, provisions and conditions applicable to “Tranche A-1 Term Loan Lenders” and “Lenders” contained in the Amended Credit Agreement, to the same extent in each case, as if such it had executed the same. (b) Each undersigned New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that it is legally authorized to enter into this Amendment; (aii) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) confirms that it has received a copy of the Existing Credit Agreement and Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 Sections 9.1. and 9.2. thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which Amendment; (iii) agrees that it has made such analysis and decision will, independently and without reliance on upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (v) if it is a Foreign Lender, confirms that it has delivered any documentation to the Administrative Agent and (c) from and after the Fifth Amendment Effective Date, Borrower required to be delivered by it shall be a party pursuant to and be bound by the provisions terms of the Amended Credit Agreement Agreement, duly completed and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0executed by it.

New Lender. Effective Upon the effectiveness of this Amendment, Branch Banking and Trust Company, as a new Lender (the “New Lender”), agrees that it shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents and agrees to fund the Initial Term Loans on the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions Date as set forth in Section 2.1 of the Credit Agreement (as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound modified by the Credit Agreement, to the same extent as if such this Amendment). The New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender (i) represents and warrants that (aA) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (bB) subject to the approval of the Administrative Agent as evidenced by its signature to this Amendment, it meets all the requirements to be an Eligible Assignee, (C) from and after the effectiveness of this Amendment, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it is sophisticated with respect to decisions to make Initial Term Loans and either it, or the Person exercising discretion in making its decision to make Initial Term Loans, is experienced in making loans of such type, (E) it has received a copy of the Credit Agreement Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 8.1 or 8.2 thereof, as applicable, and such other documents and information as it has deemed deems appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which make Initial Term Loans, (F) it has made such analysis and decision has, independently and without reliance on upon the Administrative Agent or any other LenderLender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement and to provide its Initial Term Loans, and (cG) from and after it has provided all documentation required to be delivered by it pursuant to the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions terms of the Credit Agreement to the Administrative Agent, duly completed and executed by it; and (ii) agrees that (A) it will, independently and without reliance upon the other Administrative Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents and have the rights and obligations of are required to be performed by it as a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.