Common use of No Personal Liability of Directors, Officers Clause in Contracts

No Personal Liability of Directors, Officers. Employees and Unitholders 88 Section 11.08. Governing Law 88 Section 11.09. No Adverse Interpretation of Other Agreements 88 Section 11.10. Successors 88 Section 11.11. Severability 88 Section 11.12. Table of Contents, Headings, etc. 88 Section 11.13. Counterparts 89 Section 11.14. Acts of Holders 89 Section 11.15. Patriot Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Form of Supplemental Indenture A - 1 This Indenture, dated as of May 28, 2013, is among Legacy Reserves LP, a Delaware limited partnership (the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ Initial Notes, Exchange Notes and any Additional Notes:

No Personal Liability of Directors, Officers. Employees and Unitholders 88 and No Recourse to the General Partner 68 Section 11.08. 12.08 Governing Law 88 68 Section 11.09. 12.09 No Adverse Interpretation of Other Agreements 88 68 Section 11.10. 12.10 Successors 88 68 Section 11.11. 12.11 Severability 88 68 Section 11.12. 12.12 Table of Contents, Headings, etc. 88 69 Section 11.13. 12.13 Counterparts 89 69 Section 11.14. Acts 12.14 Waiver of Holders 89 Section 11.15. Patriot Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S Jury Trial 69 APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT Exhibit A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Guarantee Exhibit B Form of Supplemental Indenture A - 1 Exhibit C This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 28December 19, 2013, 2012 is among Legacy Reserves LPAccess Midstream Partners, L.P., a Delaware limited partnership (the “Company”), Legacy Reserves ACMP Finance CorporationCorp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., a national banking association, as trustee (the “Trustee”). The ) under the Indenture, dated as of December 19, 2012, among the Issuers, the Guarantors named therein and the Trustee agree (the “Base Indenture” and, as follows for the benefit of each other amended and for the equal and ratable benefit supplemented by this Supplemental Indenture, in respect of the Holders of 4.875% Senior Notes due 2023, the Issuers’ Initial Notes, Exchange Notes and any Additional Notes:“Indenture”).

No Personal Liability of Directors, Officers. Employees and Unitholders 88 Stockholders 85 Section 11.08. 12.08 Governing Law 88 Law; Consent to Jurisdiction 86 Section 11.09. 12.09 No Adverse Interpretation of Other Agreements 88 86 Section 11.10. 12.10 Successors 88 86 Section 11.11. 12.11 Severability 88 86 Section 11.12. 12.12 Counterpart Originals 86 Section 12.13 Table of Contents, Headings, etc. 88 86 Section 11.13. Counterparts 89 Section 11.14. Acts of Holders 89 Section 11.15. 12.14 USA Patriot Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form 86 Section 12.15 Waiver of Initial Note EXHIBIT Jury Trial 87 EXHIBITS Exhibit A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Form of Supplemental Indenture A - 1 This Indenture, FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF SUPPLEMENTAL INDENTURE Exhibit F FORM OF CERTIFICATE OF INCUMBENCY INDENTURE dated as of May 28July 23, 20132014 among QualityTech, is among Legacy Reserves LP, a Delaware limited partnership (the “CompanyOperating Partnership”), Legacy Reserves QTS Finance Corporation, a Delaware corporation (each, an “Finance Corp.Issuer” and, together with the Companyand together, the “Issuers”), the guarantors party hereto (eachQTS Realty Trust, Inc., a “Guarantor” and, collectively, Maryland corporation (the “REIT”), each of the Subsidiary Guarantors party hereto, as Subsidiary Guarantors”) , and Xxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, a national New York banking associationcorporation organized and existing under the laws of the State of New York, as trustee Trustee (the “Trustee”). The Issuers, the REIT, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ 5.875% Senior Notes due 2022 (the “Notes”, including the $300,000,000 aggregate principal amount of Notes to be issued on the date hereof (the “Initial Notes”)), Additional Notes (as defined herein) that may be issued from time to time and the Exchange Notes and any (as defined herein) that may be issued in exchange for the Initial Notes or Additional NotesNotes in an Exchange Offer:

No Personal Liability of Directors, Officers. Employees and Unitholders 88 Stockholders 103 Section 11.0814.08. Governing Law 88 Law; Consent to Jurisdiction: Waiver of Jury Trial 104 Section 11.0914.09. No Adverse Interpretation of Other Agreements 88 104 Section 11.1014.10. Successors 88 104 Section 11.1114.11. Severability 88 104 Section 11.1214.12. Counterpart Originals 104 Section 14.13. Table of Contents, Headings, etc. 88 105 Section 11.1314.14. Counterparts 89 Benefit of Indenture 105 Section 11.1414.15. Acts of Holders 89 Legal Holidays 105 Section 11.1514.16. Patriot Calculations 105 Section 14.17. PATRIOT Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT 105 EXHIBITS Exhibit A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Form of Supplemental Indenture A - 1 This IndentureFORM OF NOTE Exhibit B-1 FORM OF CERTIFICATE OF TRANSFER Exhibit B-2 FORM OF ACCREDITED INVESTOR CERTIFICATE Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF NOTATION OF GUARANTEE Exhibit E FORM OF SUPPLEMENTAL INDENTURE SCHEDULES Schedule 5.01 INDEBTEDNESS Schedule 5.02 PERMITTED LIENS Schedule 5.03 PERMITTED INVESTMENTS INDENTURE, dated as of May 2829, 20132020, is among Legacy Reserves LP, Pioneer Energy Services Corp. a Delaware limited partnership corporation (the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation the Guarantors (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”as defined herein) and Xxxxx Fargo BankWilmington Trust, National Association, a national banking associationand any and all successors thereto, as trustee (in such capacity, the “Trustee”)) and security agent (in such capacity, the “Security Agent”) in each case for the Holders of the Notes. The IssuersCompany, the Guarantors Guarantors, the Trustee and the Trustee Security Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuers’ Initial Senior Secured Floating Rate Notes due 2025 (the “Notes, Exchange Notes and any Additional Notes:”):

No Personal Liability of Directors, Officers. Employees and Unitholders 88 93 Section 11.08. Governing Law 88 93 Section 11.09. No Adverse Interpretation of Other Agreements 88 93 Section 11.10. Successors 88 94 Section 11.11. Severability 88 94 Section 11.12. Table of Contents, Headings, etc. 88 94 Section 11.13. Counterparts 89 94 Section 11.14. Acts Benefits of Holders 89 Indenture 94 Section 11.15. Patriot Act 90 APPENDIXLanguage of Notices, SCHEDULE Etc. 94 APPENDIX AND ANNEX ANNEXES RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT A 2 Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 or Private Exchange Note ANNEX A Form of Supplemental Indenture A - 1 This IndentureINDENTURE, dated as of May 28June 27, 2013, 2008 is among Legacy Reserves LPLINN ENERGY, LLC, a Delaware limited partnership liability company (the “Company”), Legacy Reserves Finance CorporationLINN ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo Bank, National AssociationU.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). The Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ Initial Notes, Exchange Notes, Private Exchange Notes and any Additional Notes:

No Personal Liability of Directors, Officers. Employees and Unitholders 88 and No Recourse to General Partner. 87 Section 11.08. Governing Law 88 Law. 87 Section 11.09. Waiver of Trial by Jury. 87 Section 11.10. Consent to Jurisdiction. 87 Section 11.11. No Adverse Interpretation of Other Agreements 88 Section 11.10Agreements. Successors 88 Section 11.11. Severability 88 Section 11.12. Successors. 88 Section 11.13. Severability. 88 Section 11.14. Table of Contents, Headings, etc. 88 Section 11.1311.15. Counterparts 89 Counterparts. 88 Section 11.1411.16. Acts of Holders Holders. 89 Section 11.1511.17. Patriot Act Act. 90 APPENDIX, SCHEDULE Page APPENDIX AND ANNEX ANNEXES RULE 144A/REGULATION S APPENDIX App. - 1 App.-1 EXHIBIT 1 Form of Initial Note EXHIBIT A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Form of Supplemental Indenture A - 1 This Indenture, dated as of May 28April 29, 20132019, is among Legacy Reserves LPNatural Resource Partners L.P., a Delaware limited partnership (the “Company”), Legacy Reserves NRP Finance Corporation., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo BankWilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). The Issuers, the Guarantors (as defined below), if any, and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ Initial Notes, Exchange Notes and any Additional Notes:

No Personal Liability of Directors, Officers. Employees and Unitholders 88 Section 11.08Stockholders 92 SECTION 11.8. Governing Law 88 Section 11.09Law; Consent to Jurisdiction 92 SECTION 11.9. No Adverse Interpretation of Other Agreements 88 Section 92 SECTION 11.10. Successors 88 Section 92 SECTION 11.11. Severability 88 Section 92 SECTION 11.12. Execution in Counterparts 92 SECTION 11.13. Table of Contents, Headings, etcEtc. 88 Section 11.13. Counterparts 89 Section 92 SECTION 11.14. Acts of Holders 89 Section 93 SECTION 11.15. Patriot Force Majeure 95 SECTION 11.16. Legal Holidays 95 SECTION 11.17. USA PATRIOT Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT 95 Exhibits Exhibit A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Exhibit B Form of Supplemental Indenture A - 1 to be Delivered by Subsequent Subsidiary Guarantors Exhibit C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S Exhibit D Form of Certificate to be Delivered in Connection with Transfers to IAIs This Indenture, dated as of May 28December 8, 20132015, is by and among Legacy Reserves LPGroup 1 Automotive, Inc., a Delaware limited partnership corporation (collectively with successors and assigns, the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors Subsidiary Guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), paying agent and registrar. The IssuersCompany, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (i) the Issuers’ Company’s 5.250% Senior Notes due 2023 issued on the date hereof (the “Initial Notes, Exchange ”) and (ii) Additional Notes and any Additional Notes:(as defined herein):

No Personal Liability of Directors, Officers. Employees and Unitholders 88 Stockholders 140 Section 11.08. 14.06 Governing Law 88 Law; Consent to Jurisdiction 140 Section 11.09. 14.07 No Adverse Interpretation Interpretations of Other Agreements 88 140 Section14.08 Successors 141 Section 11.10. Successors 88 14.09 Severability 141 Section 11.11. Severability 88 14.10 Counterpart Originals 141 Section 11.12. 14.11 Table of Contents, Headings, etc. 88 141 Section 11.13. Counterparts 89 Section 11.14. Acts of Holders 89 Section 11.15. Patriot 14.12 USA PATRIOT Act 90 APPENDIX, SCHEDULE AND ANNEX RULE 144A/141 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note EXHIBIT A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - 1 ANNEX A Form of Supplemental Indenture A - 1 This Indenture, TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of May 28June 10, 20132016 among CVR PARTNERS, is among Legacy Reserves LP, a Delaware limited partnership (the “CompanyPartnership”), Legacy Reserves Finance CorporationCVR NITROGEN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the CompanyPartnership, the “Issuers”), the guarantors party hereto Guarantors (eachas defined), a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo BankWilmington Trust, National Association, a national banking associationas trustee, and Wilmington Trust, National Association, as trustee (the “Collateral Trustee”). The Issuers, the Guarantors Guarantors, the Trustee and the Collateral Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Issuers’ Initial 9.250% Senior Secured Notes due 2023 (the “Notes, Exchange Notes and any Additional Notes:”):

No Personal Liability of Directors, Officers. Employees and Unitholders 88 and No Recourse Against General Partner 74 Section 11.0812.08. Governing Law 88 74 Section 11.0912.09. No Adverse Interpretation of Other Agreements 88 74 Section 11.1012.10. Successors 88 74 Section 11.1112.11. Severability 88 75 Section 11.1212.12. Counterpart Originals 75 Section 12.13. Table of Contents, Headings, etcEtc. 88 Section 11.13. Counterparts 89 Section 11.14. Acts 75 SCHEDULES, EXHIBITS AND ANNEXES SCHEDULE A Schedule of Holders 89 Section 11.15. Patriot Act 90 APPENDIX, Subsidiary Guarantors SCHEDULE AND ANNEX RULE 144A/REGULATION S APPENDIX App. - 1 EXHIBIT 1 Form of Initial Note B Certain Agreements EXHIBIT A Form of Exchange Note SCHEDULE I Agreements with Affiliates S - Exhibit A Page 1 ANNEX A EXHIBIT E Form of Supplemental Indenture A - Certificates from Acquiring Institutional Accredited Investor Exhibit E Page 1 This Indenture, Back to Contents THIS INDENTURE dated as of May 28December 20, 2013, 2005 is among Legacy Reserves LPAtlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), Legacy Reserves Atlas Pipeline Finance CorporationCorp., a Delaware corporation (“Finance Corp.Co” and, together collectively with the Company, the “Issuers”), the guarantors party hereto Subsidiary Guarantors (eachas defined herein) listed on Schedule A hereto, a “Guarantor” and, collectively, the “Guarantors”) and Xxxxx Fargo Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”). The Issuers, the Guarantors Subsidiary Guarantors, and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Issuers’ Initial 8-1/8% Senior Notes due 2015 (the “Notes, Exchange Notes and any Additional Notes:”):