Common use of Priority Confirmation Clause in Contracts

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that: (a) all Second-Out Obligations will be and are secured equally and ratably by all Second-Out Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Debt, and that all such Second-Out Liens will be enforceable by the Second-Out Agent with respect to such Second-Out Debt for the benefit of all Second-Out Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Debt for which the undersigned is acting as Second-Out Agent are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Liens and Second-Out Liens and the order of application of proceeds from enforcement of First-Out Liens and Second-Out Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Debt for which the undersigned is acting as Second-Out Agent appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] an Additional Second Lien Debt Facility for which the undersigned is acting as Second-Out Agent Second Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Denbury or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Collateral Trust Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, Collateral Trust Agreement including the provisions relating to the ranking order of [Priority application of proceeds from enforcement of Revolver Liens and Term Loan Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Term Loan Substitute Credit Facility or Additional Second-Out Term Loan Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt that constitutes a [Second-Out Term Loan Substitute Facility][Additional Second-Out Term Loan Credit Facility] for which the undersigned is acting as Second-Out Term Loan Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that: (a) all Second-Out Term Loan Obligations will be and are secured equally and ratably by all Second-Out Term Loan Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Term Loan Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Term Loan Debt, and that all such Second-Out Term Loan Liens will be enforceable by the Second-Out Agent Collateral Trustee, on behalf of the Term Loan Agent, with respect to such Second-Out Term Loan Debt for the benefit of all Second-Out Term Loan Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt for which the undersigned is acting as Second-Out Term Loan Agent are bound by the provisions of the Intercreditor Collateral Trust Agreement, including the provisions relating to the ranking of First-Out Liens and Second-Out Liens and the order of application of proceeds from enforcement of First-Out Revolver Liens and Second-Out Term Loan Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt for which the undersigned is acting as Second-Out Term Loan Agent appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Collateral Trust Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative administrative agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilitySecond Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Agent with respect to such Second-Out Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Second Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Second Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilitySecond Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] Facility for which the undersigned is acting as Second-Out Second Lien Collateral Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Xxxxxxxx or any other Grantor to secure any Obligations in respect of such Second-Out the Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out the Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out the Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Second Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Second Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement, the Second Lien Security Agreement and the Second Lien Collateral Agency Pledge Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative Lien Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Second Lien Substitute Credit Facility or an Additional Second-Out Second Lien Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that:: Active.18117613.5 Exhibit A - 1 (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Second Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Second Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Agent] appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Agent with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Agent of, and directs the Third Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityLien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt [that constitutes a Priority Lien Substitute Facility] [Second-Out Substitute Facility][Additional Second-Out Credit that constitutes an Additional Priority Lien Debt Facility] for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Priority Lien Obligations will be and are secured equally and ratably in accordance with the Priority Lien Collateral Trust Agreement by all Second-Out Priority Liens at any time granted by the Borrower Chesapeake or any other Grantor to secure any Obligations in respect of such Second-Out Series of Priority Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Priority Lien Debt, and that all such Second-Out Priority Liens will be enforceable by the Second-Out Priority Lien Agent with respect to such Second-Out Series of Priority Lien Debt for the benefit of all Second-Out Priority Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out [Priority Lien Representative] appoints the Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes a Second Lien Substitute Facility] [that constitutes an Additional Second Lien Debt Facility] for which the undersigned is acting as [Second Lien Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes the Initial Third Lien Debt Facility] [that constitutes a Third Lien Substitute Facility] [that constitutes an Additional Third Lien Debt Facility] for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]1

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityLien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt [that constitutes a Priority Lien Substitute Facility] [Second-Out Substitute Facility][Additional Second-Out Credit that constitutes an Additional Priority Lien Debt Facility] for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Priority Lien Obligations will be and are secured equally and ratably in accordance with the Priority Lien Collateral Trust Agreement by all Second-Out Priority Liens at any time granted by the Borrower Linn or any other Grantor to secure any Obligations in respect of such Second-Out Series of Priority Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Priority Lien Debt, and that all such Second-Out Priority Liens will be enforceable by the Second-Out Priority Lien Agent with respect to such Second-Out Series of Priority Lien Debt for the benefit of all Second-Out Priority Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out [Priority Lien Representative] appoints the Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes a Second Lien Substitute Facility] [that constitutes an Additional Second Lien Debt Facility] for which the undersigned is acting as [Second Lien Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by Linn or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes the Initial Third Lien Debt Facility] [that constitutes a Third Lien Substitute Facility] [that constitutes an Additional Third Lien Debt Facility] for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Linn or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]1

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Gulfport or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes a Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Gulfport or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c)the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2 2 Necessary only in the case of an incurrence of Additional Third Lien Obligations.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower W&T or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by W&T or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2 2 Necessary only in the case of an incurrence of Additional Third Lien Obligations.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityLien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt [that constitutes a [Second-Out Priority Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Priority Lien Obligations will be and are secured equally and ratably in accordance with the Priority Lien Collateral Trust Agreement by all Second-Out Priority Liens at any time granted by the Borrower XxxxXxxxx or any other Grantor to secure any Obligations in respect of such Second-Out Series of Priority Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Priority Lien Debt, and that all such Second-Out Priority Liens will be enforceable by the Second-Out Priority Lien Agent with respect to such Second-Out Series of Priority Lien Debt for the benefit of all Second-Out Priority Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out [Priority Lien Representative] appoints the Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes Second Lien Substitute Facility] for which the undersigned is acting as [Second Lien Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by XxxxXxxxx or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by XxxxXxxxx or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.](1)

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsAdditional First Lien Debt] The undersigned New Representative, on behalf of itself and each Priority Secured Party holder of Obligations in respect of the Additional First Lien Debt for which the undersigned is acting as Priority Debt First Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority First Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, that: (a) all First Lien Obligations will be and are secured equally and ratably by all First Liens (subject to the terms of the Collateral Agency Agreement) at any time granted by the Company or any other Grantor to secure any Obligations in respect of the Additional First Lien Debt, whether or not upon property otherwise constituting Collateral for such Additional First Lien Debt, and that all such First Liens will be enforceable by the First Lien Collateral Agent with respect to such Additional First Lien Debt for the benefit of all First Lien Secured Parties equally and ratably (subject to the terms of the Collateral Agency Agreement); Exhibit A - 1 (b) the New Representative and each holder of Obligations in respect of the Additional First Lien Debt for which the undersigned is acting as First Lien Collateral Agent are bound by the provisions of (i) the Intercreditor Agreement, including the provisions relating to the ranking of [Priority First Liens and Junior Liens and the order of application of proceeds from enforcement of First Liens and Junior Liens], and (ii) the Collateral Agency Agreement, including the provisions relating to the order of application of proceeds from enforcement of First Liens; and (c) the New Representative and each holder of Obligations in respect of the series of First Lien Debt for which the undersigned is acting as First Lien Collateral Agent appoints the First Lien Collateral Agent and consents to the terms of the Intercreditor Agreement, the Collateral Agency Agreement and the performance by the First Lien Collateral Agent of, and directs the First Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityJunior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Additional Junior Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent Junior Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Junior Lien Obligations under the Intercreditor Agreement, that: (ad) all Second-Out Junior Lien Obligations will be and are secured equally and ratably by all Second-Out Junior Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out the Additional Junior Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Additional Junior Lien Debt, and that all such Second-Out Junior Liens will be enforceable by the Second-Out Junior Lien Collateral Agent with respect to such Second-Out Additional Junior Lien Debt for the benefit of all Second-Out Junior Lien Secured Parties equally and ratably; (be) the New Representative and each holder of Obligations in respect of the Series of Second-Out Additional Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out First Liens and Second-Out Junior Liens and the order of application of proceeds from enforcement of First-Out First Liens and Second-Out Junior Liens; and (cf) the New Representative and each holder of Obligations in respect of the Series series of Second-Out Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative appoints the Second Junior Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Junior Lien Collateral Agent of, and directs the Second Junior Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative administrative agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Issuers or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Second Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Second Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent Second Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and in connection with the designation by the Company of such Obligations as a condition to being treated as Priority Obligations Second Lien Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative Lien Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Second Lien Substitute Credit Facility or an Additional Second-Out Second Lien Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that:: Active.18117613.5 (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Second Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Second Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Agent] appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsObligations] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Collateral Trust Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, Collateral Trust Agreement including the provisions relating to the ranking order of [Priority application of proceeds from enforcement of Revolver Liens and FLLO Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit FLLO Facility or Additional Second-Out Credit FLLO Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out FLLO Debt that constitutes a [Second-Out Substitute FLLO Facility][Additional Second-Out Credit FLLO Facility] for which the undersigned is acting as Second-Out a FLLO Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Second Lien Intercreditor Agreement, that: (a) all Second-Out FLLO Obligations will be and are secured equally and ratably by all Second-Out FLLO Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out FLLO Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out FLLO Debt, and that all such Second-Out FLLO Liens will be enforceable by the Second-Out Agent Collateral Trustee, on behalf of the FLLO Agents, with respect to such Second-Out FLLO Debt for the benefit of all Second-Out FLLO Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out FLLO Debt for which the undersigned is acting as Second-Out a FLLO Agent are bound by the provisions of the Intercreditor Collateral Trust Agreement, including the provisions relating to the ranking of First-Out Liens and Second-Out Liens and the order of application of proceeds from enforcement of First-Out Revolver Liens and Second-Out FLLO Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out FLLO Debt for which the undersigned is acting as Second-Out a FLLO Agent appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Collateral Trust Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Borrowers or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by the Borrowers or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsAdditional First Lien Debt] The undersigned New Representative, on behalf of itself and each Priority Secured Party holder of Obligations in respect of the Additional First Lien Debt for which the undersigned is acting as Priority Debt First Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority First Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, that: (a) all First Lien Obligations will be and are secured equally and ratably by all First Liens (subject to the terms of the Collateral Agency Agreement) at any time granted by the Company or any other Grantor to secure any Obligations in respect of the Additional First Lien Debt, whether or not upon property otherwise constituting Collateral for such Additional First Lien Debt, and that all such First Liens will be enforceable by the First Lien Collateral Agent with respect to such Additional First Lien Debt for the benefit of all First Lien Secured Parties equally and ratably (subject to the terms of the Collateral Agency Agreement); (b) the New Representative and each holder of Obligations in respect of the Additional First Lien Debt for which the undersigned is acting as First Lien Collateral Agent are bound by the provisions of (i) the Intercreditor Agreement, including the provisions relating to the ranking of [Priority First Liens and Junior Liens and the order of application of proceeds from enforcement of First Liens and Junior Liens], and (ii) the Collateral Agency Agreement, including the provisions relating to the order of application of proceeds from enforcement of First Liens; and (c) the New Representative and each holder of Obligations in respect of the series of First Lien Debt for which the undersigned is acting as First Lien Collateral Agent appoints the First Lien Collateral Agent and consents to the terms of the Intercreditor Agreement, the Collateral Agency Agreement and the performance by the First Lien Collateral Agent of, and directs the First Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityJunior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Additional Junior Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent Junior Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Junior Lien Obligations under the Intercreditor Agreement, that: (ad) all Second-Out Junior Lien Obligations will be and are secured equally and ratably by all Second-Out Junior Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out the Additional Junior Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Additional Junior Lien Debt, and that all such Second-Out Junior Liens will be enforceable by the Second-Out Junior Lien Collateral Agent with respect to such Second-Out Additional Junior Lien Debt for the benefit of all Second-Out Junior Lien Secured Parties equally and ratably; (be) the New Representative and each holder of Obligations in respect of the Series of Second-Out Additional Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out First Liens and Second-Out Junior Liens and the order of application of proceeds from enforcement of First-Out First Liens and Second-Out Junior Liens; and (cf) the New Representative and each holder of Obligations in respect of the Series series of Second-Out Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative appoints the Second Junior Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Junior Lien Collateral Agent of, and directs the Second Junior Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilitySecond Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] Facility for which the undersigned is acting as Second-Out Second Lien Collateral Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Midstates or any other Grantor to secure any Obligations in respect of such Second-Out the Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out the Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out the Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Security Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Midstates or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Agent with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower SM Energy or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes a Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by SM Energy or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent Second Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Second Lien Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Halcón or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] Facility for which the undersigned is acting as Second-Out Agent Second Lien Collateral Trustee hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower W&T Offshore, Inc. (“W&T”) or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Collateral Trustee are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the Second Lien Secured Parties (other than the New Representative and each holder of Obligations in respect of Representative) under the Series of Second-Out Debt for which the undersigned is acting as Second-Out Agent appoints Second Lien Substitute Facility have appointed the Second Lien Collateral Agent Trustee and consents consented to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs have directed the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out the Second Lien Substitute Facility][Additional Second-Out Credit Facility] Facility for which the undersigned is acting as Second-Out Agent Second Lien Representative and Second Lien Collateral Trustee hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower W&T or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityLien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt [that constitutes a [Second-Out Priority Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Priority Lien Obligations will be and are secured equally and ratably in accordance with the Priority Lien Intercreditor Agreement by all Second-Out Priority Liens at any time granted by the Borrower XxxxXxxxx or any other Grantor to secure any Obligations in respect of such Second-Out Series of Priority Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Priority Lien Debt, and that all such Second-Out Liens will be enforceable by the Second-Out Agent with respect to such Second-Out Debt for the benefit of all Second-Out Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Subordinated Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Subordinated Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] appoints the Second Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Intercreditor Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes a Series of Subordinated Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Subordinated Debt [that constitutes Subordinated Substitute Facility] for which the undersigned is acting as [Subordinated Representative] [Subordinated Collateral Agent Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Subordinated Obligations will be and are secured equally and ratably by all Subordinated Liens at any time granted by XxxxXxxxx or any other Grantor to secure any Obligations in respect of such Series of Subordinated Debt, whether or not upon property otherwise constituting Collateral for such Series of Subordinated Debt; (b) the New Representative and each holder of Obligations in respect of the Series of Subordinated Debt for which the undersigned is acting as [Subordinated Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and Subordinated Liens and the order of application of proceeds from enforcement of Priority Liens and Subordinated Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Subordinated Debt for which the undersigned is acting as [Subordinated Representative] appoints the Subordinated Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Subordinated Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Subordinated Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or]

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative administrative agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Junior Lien Debt [that constitutes a [Second-Out Junior Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Junior Lien Representative][Junior Lien Representative] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Junior Lien Obligations will be and are secured equally and ratably by all Second-Out Junior Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out Series of Junior Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Junior Lien Debt, and that all such Second-Out Junior Liens will be enforceable by the Second-Out Agent Junior Lien Representative with respect to such Second-Out Series of Junior Lien Debt for the benefit of all Second-Out Junior Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens and Second-Out Junior Liens and the order of application of proceeds from enforcement of First-Out Priority Liens and Second-Out Junior Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Junior Lien Debt for which the undersigned is acting as Second-Out Agent Junior Lien Representative appoints the Second Junior Lien Collateral Agent Representative and consents to the terms of the Intercreditor Agreement and the performance by the Second Junior Lien Collateral Agent Representative of, and directs the Second Junior Lien Collateral Agent Representative to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Second Lien Collateral Agent with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] [Second Lien Collateral Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) [the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto]. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Agent with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as Third Lien Representative appoints the Third Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Agent of, and directs the Third Lien Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Agency Agreement, together with all such powers as are reasonably incidental thereto.]2 2 Necessary only in the case of an incurrence of Additional Third Lien Notes.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower W&T or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by W&T or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]2 2 Necessary only in the case of an incurrence of Additional Third Lien Obligations.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Exhibit A - 1 Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Collateral Trust Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, Collateral Trust Agreement including the provisions relating to the ranking order of [Priority application of proceeds from enforcement of Revolver Liens and Term Loan Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Term Loan Substitute Credit Facility or Additional Second-Out Term Loan Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt that constitutes a [Second-Out Term Loan Substitute Facility][Additional Second-Out Term Loan Credit Facility] for which the undersigned is acting as Second-Out Term Loan Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that: (a) all Second-Out Term Loan Obligations will be and are secured equally and ratably by all Second-Out Term Loan Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Term Loan Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Term Loan Debt, and that all such Second-Out Term Loan Liens will be enforceable by the Second-Out Agent Collateral Trustee, on behalf of the Term Loan Agent, with respect to such Second-Out Term Loan Debt for the benefit of all Second-Out Term Loan Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt for which the undersigned is acting as Second-Out Term Loan Agent are bound by the provisions of the Intercreditor Collateral Trust Agreement, including the provisions relating to the ranking of First-Out Liens and Second-Out Liens and the order of application of proceeds from enforcement of First-Out Revolver Liens and Second-Out Term Loan Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Term Loan Debt for which the undersigned is acting as Second-Out Term Loan Agent appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Collateral Trust Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] an Additional Second Lien Debt Facility for which the undersigned is acting as Second-Out Agent Second Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Denbury or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out DebtSeries of Second Xxxx Xxxx, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsLien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that that: the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens (subject, in the case of Second Liens], to the Priority Lien Cap) Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens (subject, in the case of Second Liens, to the Priority Lien Cap) Second Liens and Third Liens. [or] [Option B: to be used if additional debt constitutes Second-Out Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt that constitutes a Second Lien Substitute Credit Facility for which the undersigned is acting as [Second Lien Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by NOG or Additional Second-Out Credit Facilityany other Grantor to secure any Obligations in respect of such Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Agent with respect to such Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; and (b) the New Representative and each holder of Obligations in respect of Second Lien Debt for which the undersigned is acting as [Second Lien Agent] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Third Lien Debt [that constitutes the Initial Third Lien Debt Facility] [that constitutes a Third Lien Substitute Facility] [Second-Out Substitute Facility][Additional Second-Out Credit that constitutes an Additional Third Lien Debt Facility] for which the undersigned is acting as Second-Out Agent [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Third Lien Obligations will be and are secured equally and ratably by all Second-Out Third Liens at any time granted by the Borrower NOG or any other Grantor to secure any Obligations in respect of such Second-Out Series of Third Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Third Lien Debt, and that all such Second-Out Third Liens will be enforceable by the Second-Out Agent Third Lien Collateral Trustee with respect to such Second-Out Series of Third Lien Debt for the benefit of all Second-Out Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Third Lien Debt for which the undersigned is acting as Second-Out Agent [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and and [(c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Third Lien Debt for which the undersigned is acting as Second-Out Agent [Third Lien Representative] appoints the Second Third Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Third Lien Collateral Agent Trustee of, and directs the Second Third Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Third Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental theretothereto.]1 1 Necessary only in the case of an incurrence of Additional Third Lien Obligations.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second 5279325v2 Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Company or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) [the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.] 5279325v2

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement a Series of Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit FacilityLien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt [that constitutes a Priority Lien Substitute Facility] [Second-Out Substitute Facility][Additional Second-Out Credit that constitutes an Additional Priority Lien Debt Facility] for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Secured Obligations under the Intercreditor Agreement, that: (a) all Second-Out Priority Lien Obligations will be and are secured equally and ratably in accordance with the Priority Lien Collateral Trust Agreement by all Second-Out Priority Liens at any time granted by the Borrower Chesapeake or any other Grantor to secure any Obligations in respect of such Second-Out Series of Priority Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Priority Lien Debt, and that all such Second-Out Priority Liens will be enforceable by the Second-Out Priority Lien Agent with respect to such Second-Out Series of Priority Lien Debt for the benefit of all Second-Out Priority Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out Agent [Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Priority Lien Debt for which the undersigned is acting as Second-Out [Priority Lien Representative] appoints the Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option B: to be used if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes a Second Lien Substitute Facility] [that constitutes an Additional Second Lien Debt Facility] for which the undersigned is acting as [Second Lien Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes the Initial Third Lien Debt Facility] [that constitutes a Third Lien Substitute Facility] [that constitutes an Additional Third Lien Debt Facility] for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and (c) [the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.]1 1 Necessary only in the case of an incurrence of Additional Third Lien Obligations.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent Second Lien Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower W&T or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent Second Lien Representative appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt DocumentsDebt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as Priority Debt Representative [Administrative Agent] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of [Priority Liens]. [or] [Option B: to be used if additional debt constitutes Second-Out Substitute Credit Facility or Additional Second-Out Credit Facilitya Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt [that constitutes a [Second-Out Second Lien Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent [Second Lien Representative][Second Lien Collateral Trustee] hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Secured Debt Representative, and as a condition to being treated as Priority Obligations Secured Debt under the Intercreditor Agreement, that: (a) all Second-Out Second Lien Obligations will be and are secured equally and ratably by all Second-Out Second Liens at any time granted by the Borrower Halcón or any other Grantor to secure any Obligations in respect of such Second-Out Series of Second Lien Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Series of Second Lien Debt, and that all such Second-Out Second Liens will be enforceable by the Second-Out Agent Second Lien Collateral Trustee with respect to such Second-Out Series of Second Lien Debt for the benefit of all Second-Out Second Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Priority Liens, Second Liens and Second-Out Third Liens and the order of application of proceeds from enforcement of First-Out Priority Liens, Second Liens and Second-Out Third Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Second Lien Debt for which the undersigned is acting as Second-Out Agent [Second Lien Representative] appoints the Second Lien Collateral Agent Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent Trustee of, and directs the Second Lien Collateral Agent Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Agency Trust Agreement, together with all such powers as are reasonably incidental thereto.. [or] [Option C: to be used if additional debt constitutes a Series of Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes Third Lien Substitute Facility] for which the undersigned is acting as [Third Lien Representative][Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Halcón or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and [(c) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.](2)