THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

Exhibit 10.1

EXECUTION VERSION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

September 1, 2016

among

TITAN ENERGY OPERATING, LLC,

as Borrower,

TITAN ENERGY, LLC,

as Parent,

THE LENDERS PARTY HERETO,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

PRIVILEGED AND CONFIDENTIAL

ATTORNEY WORK PRODUCT

SUBJECT TO JOINT INTEREST PRIVILEGE

TABLE OF CONTENTS


			Page
ARTICLE I

Definitions and Accounting Matters				2
	Section 1.01	Terms Defined Above		2
	Section 1.02	Certain Defined Terms		2
	Section 1.03	Types of Loans and Borrowings		39
	Section 1.04	Terms Generally; Rules of Construction		39
	Section 1.05	Accounting Terms and Determinations		40

ARTICLE II

The Credits				40
	Section 2.01	Commitments		40
	Section 2.02	Loans and Borrowings		41
	Section 2.03	Requests for Borrowings		42
	Section 2.04	Interest Elections		43
	Section 2.05	Funding of Borrowings		44
	Section 2.06	Termination and Reduction of Aggregate Maximum Credit Amounts		45
	Section 2.07	Borrowing Base		46
	Section 2.08	Letters of Credit		50

ARTICLE III

Payments of Principal and Interest; Prepayments; Fees				56
	Section 3.01	Repayment of Loans		56
	Section 3.02	Interest		56
	Section 3.03	Alternate Rate of Interest		57
	Section 3.04	Prepayments		57
	Section 3.05	Fees		61

ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs				62
	Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		62
	Section 4.02	Presumption of Payment by the Borrower		63
	Section 4.03	Certain Deductions by the Administrative Agent		64
	Section 4.04	Disposition of Proceeds		64

ARTICLE V

Increased Costs; Break Funding Payments; Taxes				64
	Section 5.01	Increased Costs		64


	Section 5.02	Break Funding Payments	65
	Section 5.03	Taxes	66
	Section 5.04	Designation of Different Lending Office	70
	Section 5.05	Replacement of Lenders	70
	Section 5.06	Illegality	71

ARTICLE VI

Conditions Precedent			71
	Section 6.01	Effective Date	71
	Section 6.02	Each Credit Event	76
	Section 6.03	Additional Conditions to Credit Event	77

ARTICLE VII

Representations and Warranties			77
	Section 7.01	Organization; Powers	77
	Section 7.02	Authority; Enforceability	77
	Section 7.03	Approvals; No Conflicts	77
	Section 7.04	Financial Condition; No Material Adverse Change	78
	Section 7.05	Litigation	78
	Section 7.06	Environmental Matters	79
	Section 7.07	Compliance with the Laws and Agreements; No Defaults	80
	Section 7.08	Investment Company Act	80
	Section 7.09	No Margin Stock Activities	80
	Section 7.10	Taxes	80
	Section 7.11	ERISA	81
	Section 7.12	Disclosure; No Material Misstatements	82
	Section 7.13	Insurance	82
	Section 7.14	Restriction on Liens	82
	Section 7.15	Subsidiaries	83
	Section 7.16	Location of Business and Offices	83
	Section 7.17	Properties; Titles, Etc.	84
	Section 7.18	Maintenance of Properties	85
	Section 7.19	Gas Imbalances	86
	Section 7.20	Marketing of Production	86
	Section 7.21	Swap Agreements and Qualified ECP Guarantor	86
	Section 7.22	Solvency	87
	Section 7.23	Anti-Corruption Laws and Sanctions	87
	Section 7.24	Broker-Dealer Subsidiaries	87

ARTICLE VIII

Affirmative Covenants			89
	Section 8.01	Financial Statements; Other Information	89
	Section 8.02	Notices of Material Events	93
	Section 8.03	Existence; Conduct of Business	94


	Section 8.04	Payment of Obligations	94
	Section 8.05	Operation and Maintenance of Properties	94
	Section 8.06	Insurance	95
	Section 8.07	Books and Records; Inspection Rights	95
	Section 8.08	Compliance with Laws	95
	Section 8.09	Environmental Matters	95
	Section 8.10	Further Assurances	97
	Section 8.11	Reserve Reports	97
	Section 8.12	Title Information	98
	Section 8.13	Additional Collateral; Additional Guarantors	100
	Section 8.14	ERISA Compliance	102
	Section 8.15	Use of Proceeds	102
	Section 8.16	Swap Agreements for MGP Volumes	102
	Section 8.17	Swap Agreements	103
	Section 8.18	Commodity Exchange Act Keepwell Provisions	103
	Section 8.19	Tax Status	103
	Section 8.20	Notice of Tax Audits	104
	Section 8.21	Asset Sales Strategy	104

ARTICLE IX

Negative Covenants			104
	Section 9.01	Financial Covenants	104
	Section 9.02	Debt	105
	Section 9.03	Liens	107
	Section 9.04	Restricted Payments; Redemption of Debt and Equity; Amendments to Certain Debt Documents; Interest Payments on Certain Debt
			108
	Section 9.05	Investments, Loans and Advances	110
	Section 9.06	Nature of Business; International Operations; Foreign Subsidiaries	112
	Section 9.07	Proceeds of Loans	113
	Section 9.08	ERISA Compliance	113
	Section 9.09	Sale or Discount of Receivables	114
	Section 9.10	Mergers, Etc.	114
	Section 9.11	Sale of Properties; Termination of Swap Agreements	115
	Section 9.12	Environmental Matters	117
	Section 9.13	Transactions with Affiliates	117
	Section 9.14	Subsidiaries	119
	Section 9.15	Negative Pledge Agreements; Dividend Restrictions	119
	Section 9.16	Gas Imbalances	120
	Section 9.17	Swap Agreements	120
	Section 9.18	Tax Status as Partnership; Partnership Agreement	121
	Section 9.19	Broker-Dealer Subsidiaries	121
	Section 9.20	Side Agreements	122
	Section 9.21	Change in Name, Location or Fiscal Year	122
	Section 9.22	Drilling and Operating Agreements	123
	Section 9.23	Designated Partnerships’ Organizational Documents	123
	Section 9.24	Designated Partnership Hedge Facility	123

iii


	Section 9.25	Non-Qualified ECP Guarantors	123
	Section 9.26	Passive Status of the Parent	123
	Section 9.27	Modifications of Material Agreements	123

ARTICLE X

Events of Default; Remedies			124
	Section 10.01	Events of Default	124
	Section 10.02	Remedies	127

ARTICLE XI

The Administrative Agent And The Issuing Banks			128
	Section 11.01	Appointment and Authorization of Administrative Agent	128
	Section 11.02	Delegation of Duties	129
	Section 11.03	Default; Collateral	129
	Section 11.04	Liability of Administrative Agent	131
	Section 11.05	Reliance by Administrative Agent	132
	Section 11.06	Notice of Default	132
	Section 11.07	Credit Decision; Disclosure of Information by Administrative Agent	133
	Section 11.08	Indemnification of Agents	133
	Section 11.09	Administrative Agent in its Individual Capacity	134
	Section 11.10	Successor Administrative Agent and Issuing Bank	134
	Section 11.11	Administrative Agent May File Proof of Claim	135
	Section 11.12	Secured Swap Agreements	135
	Section 11.13	Bank Product Obligations	136
	Section 11.14	Intercreditor Agreement and Junior Lien Intercreditor Agreement	136
	Section 11.15	Exculpatory Provisions	136

ARTICLE XII

Miscellaneous			137
	Section 12.01	Notices	137
	Section 12.02	Waivers; Amendments	139
	Section 12.03	Expenses, Indemnity; Damage Waiver	140
	Section 12.04	Successors and Assigns	143
	Section 12.05	Survival; Revival; Reinstatement	147
	Section 12.06	Counterparts; Integration; Effectiveness; Electronic Execution	147
	Section 12.07	Severability	148
	Section 12.08	Right of Setoff	148
	Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	149
	Section 12.10	Titles and Captions	150
	Section 12.11	Confidentiality	150
	Section 12.12	Interest Rate Limitation	151
	Section 12.13	No Third Party Beneficiaries	151


Section 12.14	Collateral Matters; Swap Agreements	151
Section 12.15	Acknowledgements	151
Section 12.16	USA Patriot Act Notice	152
Section 12.17	No Advisory or Fiduciary Responsibility	152
Section 12.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	153
Section 12.19	Amendment and Restatement	153
Section 12.20	OID Legend	154

Annexes, Exhibits and Schedules


Annex I		List of Maximum Credit Amounts
Annex II		Existing Letters of Credit

Exhibit A		Form of Note
Exhibit B		Form of Borrowing Request
Exhibit C		Form of Interest Election Request
Exhibit D		Form of Compliance Certificate
Exhibit E		Security Instruments as of the Effective Date
Exhibit F		Form of Assignment and Assumption
Exhibit G		Form of Reserve Report Certificate
Exhibit H		Form of Joinder Agreement
Exhibit I		Form of Intercreditor Agreement
Exhibit J-1		Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships)
Exhibit J-2		Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships)
Exhibit J-3		Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)
Exhibit J-4		Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships)
Exhibit K		Form of Solvency Certificate
Exhibit L		Form of Global Intercompany Note

Schedule 6.01		Hedging Levels
Schedule 7.05		Litigation
Schedule 7.06		Environmental
Schedule 7.11		ERISA
Schedule 7.15		Subsidiaries; Designated Partnerships; Broker-Dealer Subsidiaries
Schedule 7.19		Gas Imbalances
Schedule 7.20		Marketing Contracts
Schedule 9.02		Existing Debt
Schedule 9.03		Existing Liens
Schedule 9.05		Investments
Schedule 9.11		Sale of Properties
Schedule 9.13		Affiliate Transactions

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 1, 2016, is among TITAN ENERGY OPERATING, LLC (the “Borrower”), a Delaware limited liability company; TITAN ENERGY, LLC (the “Parent”), a Delaware limited liability company; each of the Lenders from time to time party hereto; and XXXXX FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Xxxxx Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

R E C I T A L S

A. On July 27, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its Subsidiaries (ARP and such Subsidiaries in such capacity, the “Debtors”) filed voluntary petitions with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) commencing their respective cases (the “Bankruptcy Proceedings”) under Chapter 11 of the Bankruptcy Code.

X. XXX and certain of its Subsidiaries have filed a Joint Prepackaged Chapter 11 Plan of Reorganization of Atlas Resource Partners, L.P. et al., Pursuant to Chapter 11 of the Bankruptcy Code (together with all exhibits and schedules thereto, the “Plan of Reorganization”) with the Bankruptcy Court, pursuant to which ARP and certain of its Subsidiaries expect to be reorganized and emerge from the Bankruptcy Proceedings. The Plan of Reorganization was confirmed by the Bankruptcy Court on August 26, 2016.

X. XXX, certain of its Subsidiaries, Xxxxx Fargo, as administrative agent, and the lenders from time to time party thereto (the “Prepetition RBL Lenders”) are parties to that certain Second Amended and Restated Credit Agreement, dated as of July 31, 2013 (the “Prepetition RBL Credit Agreement”), and certain other documents executed and delivered in connection therewith, in each case, as amended, restated, supplemented or otherwise modified prior to the commencement of the Bankruptcy Proceedings.

D. Pursuant to the Plan of Reorganization, the Prepetition RBL Lenders have agreed to continue their loans under the Prepetition RBL Credit Agreement, and provide certain extensions of credit and commitments to the Borrower subject to the terms and conditions of this Agreement, which debt is a restructuring and rearrangement of the debt of ARP through an amendment and restatement of the Prepetition RBL Credit Agreement, and has been assumed by the Borrower.

E. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the satisfaction of each condition precedent contained in Section 6.01 hereof, the parties hereto agree that the Prepetition RBL Credit Agreement is hereby amended, renewed, extended and restated in its entirety on (and subject to) the terms and conditions set forth herein. The parties hereto further agree as follows:

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ARTICLE I

Definitions and Accounting Matters

Section 1.01 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Alternate Base Rate.

“Accrued PIK Interest” means $2,500,000, being an amount resulting from the accrual of interest on the principal amount of “Loans” under and as defined in the Pre-Petition Second Lien Credit Agreement at a rate equal to the Adjusted LIBO Rate plus 9% per annum during the period commencing on the Petition Date and ending on the Effective Date.

“Accumulated Permanent Borrowing Base Reductions” means the aggregate amount of reductions to the Conforming Borrowing Base made pursuant to Section 2.07(h), which amount shall not exceed 5% of the amount of the Conforming Borrowing Base as in effect on the Effective Date (such amount being $20,500,000).

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” has the meaning assigned to such term in the Recitals hereto.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Maximum Credit Amounts,” at any time, shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06.

“AGP” means Atlas Growth Partners, L.P., a Delaware limited partnership.

“Agreement” means this Third Amended and Restated Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, (c) the Adjusted LIBO Rate for a one-month Interest Period on that day (or, if that

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day is not a Business Day, the immediately preceding Business Day) plus 1.00% and (d) during the Non-Conforming Period, 2% and, after the Non-Conforming Period, 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, or the Adjusted LIBO Rate, respectively.

“Annualized EBITDA” means, for the purposes of calculating the financial ratios set forth in Section 9.01 for each of the Rolling Periods set forth in the table below, actual EBITDA for such Rolling Period multiplied by the applicable factor set forth in the table below:


Rolling Period Ending		Factor

December 31, 2016		4

March 31, 2017		2

June 30, 2017		4/3

“Annualized Interest Expense” means, for the purposes of calculating the financial ratio set forth in Section 9.01(d) for each of the Rolling Periods set forth in the table below, actual Interest Expense for such Rolling Period multiplied by the applicable factor set forth in the table below:


Rolling Period Ending		Factor

December 31, 2016		4

March 31, 2017		2

June 30, 2017		4/3

“Anti-Corruption Laws” means the FCPA, the UK Bribery Act of 2010 and any related or similar laws, rules, regulations and guidelines, which are in each case administered or enforced by any Governmental Authority having jurisdiction over the Borrower or any of its Affiliates from time to time, or to which the Borrower or any of its Affiliates is subject.

“Anti-Money Laundering Laws” shall mean all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any governmental agency having jurisdiction over Borrower or any of its Affiliates, or to which Borrower or any of its Affiliates is subject.

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“Applicable Margin” means, for any day, with respect to any Loan, the applicable rate per annum set forth below based on Borrowing Base Utilization Percentage on such day:


Borrowing Base Utilization Percentage	Eurodollar Loans			ABR Loans			Commitment Fee Rate
> 90%		4.00	%		3.00	%		0.500	%
> 75% and < 90%		3.75	%		2.75	%		0.500	%
> 50% and < 75%		3.50	%		2.50	%		0.500	%
> 25% and < 50%		3.25	%		2.25	%		0.375	%
< 25%		3.00	%		2.00	%		0.375	%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of a change in the Borrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change.

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount as such percentage is set forth on Annex I or as may be adjusted from time to time in accordance with the terms hereof; provided that, in the case of Section 2.08(j) when a Defaulting Lender shall exist, “Applicable Percentage” as used in such Section 2.08(j) shall mean the percentage of the Aggregate Maximum Credit Amounts (disregarding any Defaulting Lender’s Maximum Credit Amounts) represented by such Lender’s Maximum Credit Amount. If the Maximum Credit Amounts have terminated or expired, the Applicable Percentages will be determined based upon the Maximum Credit Amounts most recently in effect, giving effect to any assignments.

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender, or (b) any other Person whose long-term senior unsecured debt rating at the time of entry into the applicable Swap Agreement is A-/A3 by S&P or Xxxxx’x (or their equivalent) or higher.

“Approved Petroleum Engineers” means (a) Xxxxx Xxxxx Company Petroleum Consultants, L.P., (b) Netherland Xxxxxx & Associates, Inc. and (c) any other independent petroleum engineers selected by the Borrower and approved by the Administrative Agent, in its sole discretion, prior to the date on which such engineer begins its work.

“ARP” has the meaning assigned to such term in the Recitals hereto.

“ASC” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time.

“Asset Disposition” means (i) the sale or disposition of Properties, and termination or monetization of Swap Agreements in respect of commodities, in each case pursuant to Section 9.11(d) or Section 9.11(k) and (ii) any Asset Disposition (as defined in any Permitted Second Lien Debt Documents or any Senior Notes).

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“Assignee” has the meaning set forth in Section 12.04(b).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit F or any other form reasonably approved by the Administrative Agent.

“ATLS” means Atlas Energy Group, LLC, a Delaware limited liability company.

“Availability Period” means the period from and including the Effective Date to but excluding the Termination Date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Products” means any of the following bank services: (a) commercial credit cards, (b) stored value cards, and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bank Products Provider” means any Lender or Affiliate of a Lender that provides Bank Products to the Borrower or any Guarantor.

“Bankruptcy Court” has the meaning assigned to such term in the Recitals hereto.

“Bankruptcy Proceeding” has the meaning assigned to such term in the Recitals hereto.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Board of Directors” means (a) with respect to the Borrower, the board of directors of the Parent or any authorized committee thereof, and (b) with respect to any Person, the board or committee of such Person serving a similar function.

“Borrower” has the meaning assigned to such term in the Recitals hereto.

“Borrower LLC Agreement” means the limited liability company agreement of the Borrower.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

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“Borrowing Base” means, at any time, (a) from the Effective Date until the Non-Conforming Borrowing Base Reduction Date, the sum of the Conforming Borrowing Base and the Non-Conforming Borrowing Base minus any Permanent Senior Notes Reduction and (b) thereafter, the Conforming Borrowing Base as determined in accordance with Section 2.07, as the same may be adjusted from time to time between Redetermination Dates pursuant to Section 2.07(f), Section 2.07(g), Section 2.07(h) or Section 8.12(d) minus any Permanent Senior Notes Reduction. As of the Effective Date, the Borrowing Base shall be $440,000,000.

“Borrowing Base Deficiency” means, as of any date of determination, a Borrowing Base Utilization Percentage greater than 100%.

“Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of the Credit Exposures of the Lenders on such day, and the denominator of which is the Borrowing Base in effect on such day.

“Borrowing Base Value” means, at any time of determination thereof, with respect to any Oil and Gas Property of a Loan Party, any Designated Partnership Property, any Swap Agreement in respect of commodities or any Equity Interest in any Designated Partnership, the value the Administrative Agent, upon determination in accordance with the procedures of Section 2.07(c)(i), attributed to such asset in connection with the most recent determination of the Borrowing Base (before giving any effect to any exclusions of any Designated Partnership Properties from the Borrowing Base as may occur pursuant to the penultimate sentence of Section 2.07(c)(i)).

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Broker-Dealer Subsidiary” means (a) each Subsidiary listed on Schedule 7.15 as a “Broker-Deal Subsidiary”, and (b) any other Subsidiary that is registered as a broker-dealer pursuant to Section 15 of the Exchange Act or that is regulated as a broker-dealer under any foreign securities law, or that is registered as a Futures Commission Merchant (“FCM”), Introducing Broker (“IB”) or other regulated entity pursuant to the Commodity Exchange Act or the equivalent under any foreign securities Law.

“Budget” has the meaning assigned to such term in Section 8.01(o).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which dealings in dollar deposits are carried out in the London interbank market.

“Capital Expenditures” means, for any period, without duplication, with respect to any Person, any expenditure or commitment to expend money for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of such Person prepared in accordance with GAAP.

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“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, Eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Xxxxx’x, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition or (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of the Restricted Subsidiaries having a fair market value in excess of $2,000,000.

“CFTC” means Commodity Futures Trading Commission.

“Change in Law” means (a) the adoption or taking effect of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 5.01(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, rule, guideline or directive (whether or not having the force of Law) of any Governmental Authority made or issued after the date of this Agreement; provided however, that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means (a) for any reason whatsoever, the Parent shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrower, (b) the Borrower or any Subsidiary Guarantor ceases to own 100% of the Equity Interests of any Subsidiary Guarantor (other than any Subsidiary Guarantor that is liquidated, dissolved, merged or otherwise disposed of in accordance with the terms hereof), (c) for any reason whatsoever, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Effective Date, but excluding any employee benefits plan of the Borrower or any of its Subsidiaries) other than the Permitted Holders (in the aggregate) shall beneficially own a percentage of the then outstanding Equity Interests of the Parent that is more than 50% of the voting power of the total outstanding Equity Interests of the Parent, (d) individuals who as of the Effective Date were directors of the Parent shall cease for any reason (other than due to retirement, death or disability) to constitute a majority of the Board of Directors of the Parent (except to the extent that individuals who as of the Effective Date were replaced by individuals (x) elected by at least a majority of the remaining members of the Board of Directors of the Parent or (y) nominated or approved for election by a majority of the remaining members of the Board of Directors of the Parent and thereafter elected as directors by the stockholders of the Parent) or (e) a Change of Control (as defined in any Permitted Second Lien Debt Documents or any Senior Notes) shall have occurred.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b); and “Commitments” means the aggregate amount of the Commitments of all the Lenders. The amount representing each Lender’s Commitment shall at any time be the lesser of (i) such Lender’s Maximum Credit Amount and (ii) such Lender’s Applicable Percentage of the then effective Borrowing Base. As of the Effective Date, the aggregate Commitments of the Lenders are $440,000,000.

“Commitment Fee Rate” has the meaning set forth in the definition of “Applicable Margin”.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute and any regulations promulgated thereunder.

“Compliance Certificate” means the certificate required to be delivered by the Borrower to the Administrative Agent pursuant to Section 8.01(c).

“Conduit Lender” means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 5.01, Section 5.02, Section 5.03 or Section 12.03 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

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“Conforming Borrowing Base” means an amount equal to (x) the amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to Section 2.07(f) or Section 8.12(d) minus (y) the Accumulated Permanent Borrowing Base Reduction. The Conforming Borrowing Base on the Effective Date shall be the amount set forth in Section 2.07(a).

“Conforming Borrowing Base Loans” means any Loans made by the Lenders to the Borrower under the Conforming Borrowing Base.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Cash Balance” means, at any time, the aggregate amount (i.e., the “book balance”) of cash and Cash Equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Parent, the Borrower and the other Guarantors; provided that the Consolidated Cash Balance shall exclude (i) Excluded Funds, (ii) any cash or Cash Equivalents of the Parent, the Borrower or any other Guarantor constituting purchase price deposits held in escrow pursuant to a binding and enforceable purchase and sale agreement with a third party containing customary provisions regarding the payment and refunding of such deposits, (iii) any amounts with respect to which the Parent, the Borrower or such other Guarantor has issued checks or initiated wires or ACH transfers and (iv) any Net Available Cash received by any Loan Party or any of its Restricted Subsidiaries in connection with an Asset Disposition or Casualty Event which are (x) required to be used to make payments in accordance with Section 3.04(c)(v) or (y) otherwise permitted to be used to repay the Permitted Second Lien Debt or Senior Notes as permitted by Section 3.04(c)(i) of the Second Lien Credit Agreement (as in effect on the Effective Date) or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes (so long as such provision is substantially identical to Section 3.04(c)(i) of the Second Lien Credit Agreement) and are actually used by the Loan Parties or any of their respective Subsidiaries to make such payments within the time period required hereunder and under Section 3.04(c)(i) of the Second Lien Credit Agreement (as in effect on the Effective Date) or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes (so long as such provision is substantially identical to Section 3.04(c)(i) of the Second Lien Credit Agreement).

“Consolidated Net Income” means, with respect to the Parent, the Borrower and the Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Parent, the Borrower and the Restricted Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with Section 1.05; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income (but not loss) during such period of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary to the Borrower or a Restricted Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Law applicable to such Restricted Subsidiary or is otherwise restricted or prohibited, to the extent so restricted or prohibited, in each case determined in accordance with GAAP; (b) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (c) any extraordinary gains or losses during such period; and (d) any gains or losses attributable to writeups or writedowns of assets, including writedowns under ASC Topics 350 and 360; provided further that if the Borrower or any Restricted Subsidiary shall consummate a Material Acquisition or Material Disposition (other than a disposition permitted under Section 9.11(h)), then Consolidated Net Income shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition had occurred on the first day of the period consisting of the four consecutive fiscal quarters of the Borrower ending on the last day of the most recently ending fiscal quarter for which financial statements are available and otherwise in accordance with Regulation S-X of the SEC.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns, directly or indirectly, 5% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and such Lender’s LC Exposure at such time.

“Debt” means, for any Person, the sum of the following (without duplication), whether contingent or not: (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; provided, however, that the amount of such Debt of any Person described in this clause (f) shall, for the purposes of this Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Debt and (ii) the fair market value of the Property encumbered, as determined by such Person in good faith; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments for periods in excess of 120 days prior to the day of delivery, other than sales of Hydrocarbons and gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services, whether or not such goods or services are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, or by Law but only to the extent of such liability; (l) Disqualified Capital Stock of such Person; (m) the undischarged balance of any dollar denominated production payment (but not any volumetric production payment) created by such Person or for the creation of which such Person, directly or indirectly, received payment; and (n) any due and payable Taxes of the Parent, the Borrower or its Subsidiaries, including, for the avoidance of doubt, any amounts attributable to “imputed underpayments” determined under the United States Bipartisan Budget Act of 2015 and any similar state or local provisions. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. The Debt of any Person described in clauses (f), (g) and (h) of this definition shall be deemed to be the lesser of (i) an amount equal to the stated or determinable amount of the primary obligation of such other Person and (ii) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Debt, unless such primary obligation and/or the maximum amount for which such Person may be liable are not stated or determinable, in which case the amount of such Debt shall be deemed to be equal to such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

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“Debtor” has the meaning assigned to such term in the Recitals hereto.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three (3) Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, any Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement, (c) failed, within five (5) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or (iii) become the subject of a Bail-In Action; provided that, for the avoidance of doubt, a Lender shall not become a Defaulting Lender solely as the result of (x) the acquisition or maintenance of an ownership interest in such Lender or Person controlling such Lender or the exercise of control over a Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof, or (y) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of the country where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed where such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, each Issuing Bank, and each Lender.

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“Designated Examining Authority” means FINRA, the NFA or any other exchange that has been designated as a Broker-Dealer Subsidiary’s designated examining authority, as such term is defined in Rule 15c3-1(c)(12) promulgated under the Exchange Act.

“Designated Self-Regulatory Organization” has the meaning assigned to such term in Section 3(a)(26) of the Exchange Act.

“Designated Partnership” means any partnership or limited liability company where investors (individuals or trusts) invest as general partners or members to take advantage of the exemption for working interests from the passive income rules as provided in the Internal Revenue Code of 1986, as amended, that (i) is listed on Schedule 7.15 as a “Designated Partnership”, (ii) is governed at all times by (A) an Organizational Document in form and substance substantially similar to the forms of the Organizational Document of the partnerships listed on Schedule 7.15 of which Atlas Resources, LLC is the Master General Partner and which closed subscriptions on or after January 1, 2009 or (B) Organizational Documents that are otherwise reasonably acceptable to the Administrative Agent; provided that for any Designated Partnership formed after March 22, 2011, the Organizational Document for such Designated Partnership shall contain provisions allowing the Master General Partner of such Designated Partnership to withdraw its ownership interest in such Designated Partnership in the form of a working interest in such Designated Partnership’s Oil and Gas Properties equal to its interest as Master General Partner in the revenues of such Designated Partnership at the request of the Administrative Agent or the Majority Lenders without the consent of any other party to such Organizational Document and (iii) (A) at all times, in the case of any Designated Partnership that is a limited partnership, has a sole general partner that is a Loan Party and, in the case of any Designated Partnership that is a limited liability company, has a sole managing member or sole manager that is a Loan Party; (B) does not at any time engage in any line of business other than Hydrocarbon exploration, development, acquisition or production; (C) does not at any time own (whether in fee or by leasehold) any material asset other than Hydrocarbon Interests and Property reasonably related thereto, including, in the case of any Participating Partnership, Swap Agreements permitted under clause (I) of this definition; (D) does not at any time incur, create, assume or suffer to exist any Debt except, so long as such Loan Party is in compliance with Section 8.13(e), loans owing to a Loan Party that is the Master General Partner of such Designated Partnership; (E) does not at any time incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except Liens created pursuant to the Designated Partnership Hedge Facility, Excepted Liens, Immaterial Title Deficiencies and Liens securing Debt permitted under clause (D) of this definition; (F) at all times has a Loan Party as the operator or co-operator of its Oil and Gas Properties; (G) has not taken any action, including, without limitation, the amendment of its organizational documents, that causes the Equity Interests to be “securities” under Article 8 of the UCC unless the Loan Party owning such Equity Interests has taken, or caused to be taken, all actions reasonably requested by the Administrative Agent (including, without limitation, the delivery of any certificates evidencing such securities and related stock powers and/or entering into control agreements reasonably acceptable to the Administrative Agent) to protect and perfect the first priority security interest of the Administrative Agent in such Equity Interests and facilitate the Administrative Agent’s exercise of remedies with respect to such Equity Interests in accordance with the terms of the Security Instruments; (H) at all times has beneficial and record title (as fee owner or owner of a leasehold interest) to all Designated Partnership Properties owned (whether in fee or by leasehold) by it; and (I) does not at any time enter into any Swap Agreement, except, for any Participating Partnership, any Permitted Participating Partnership Swap Agreement.

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“Designated Partnership Hedge Facility” means that certain secured hedge facility entered into on March 5, 2012 (as amended, restated, supplemented or otherwise modified from time to time) by Atlas Resources, LLC, a Delaware limited liability company, each Participating Partnership, Xxxxx Fargo Bank, National Association, as collateral agent, and each Approved Counterparty that is a Lender or an Affiliate of a Lender, as such facility is amended, restated, supplemented or otherwise modified from time to time, to provide for swaps, forwards, futures or derivative transactions, options or similar arrangements whether exchange traded, “over-the-counter” or otherwise, involving or settled by reference to one or more commodities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions that is (a) entered into in the ordinary course of business, (b) not speculative in nature, and (c) intended to mitigate price and/or supply risk relating to the Hydrocarbon Interests of one or more Participating Partnerships.

“Designated Partnership Properties” means Oil and Gas Properties that are designated in a Reserve Report as being attributable to a specified Designated Partnership.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Capital Stock solely because the holders thereof have the right to require the Person to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Capital Stock.

“Disqualified Lender” means (a) each bank, financial institution or other institutional lender (together with any of their Affiliates and controlling shareholders identified on the applicable lists) identified on (i) a list made available by the Borrower to the Administrative Agent (such list to be acceptable to the Administrative Agent in its sole discretion) or (ii) a list made available by the Administrative Agent to the Borrower and the Lenders from time to time, (b) any natural person, (c) the Parent, the Borrower or any of their respective Subsidiaries or Affiliates and (d) any holder of any Equity Interest in the Parent and any Affiliates of such holder; provided, that (w) the Administrative Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Lenders, (x) no updates to the Disqualified Lender list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders, (y) any supplement to the list of Disqualified Lenders pursuant to clause (a)(i) above shall be sent by the Borrower to the Administrative Agent in writing (including by email) and such supplement shall take effect the Business Day after such supplement is accepted by the Administrative Agent (it being understood that no such supplement to the list of Disqualified Lenders shall operate to disqualify any Person that is already a Lender) and (z) an Affiliate of a Lender shall not be a Disqualified Lender. Notwithstanding the foregoing, any list of Disqualified Lenders shall be made available to any Lender upon request to the Administrative Agent.

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“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of (i) the United States of America or any state thereof or (ii) the District of Columbia.

“Eagle Ford Property” means any Oil and Gas Property (other than Designated Partnership Properties) (i) located in the Eagle Ford region or (ii) owned by ARP Eagle Ford, LLC, a Texas limited liability company.

“Early Warning Threshold” means, with respect to any Broker-Dealer Subsidiary, those circumstances set forth in Rule 17a-11 promulgated under the Exchange Act, in any FINRA rule, in Rule 1.12 promulgated under the Commodity Exchange Act, or in any NFA rule pursuant to which a broker-dealer, FCM or IB is required to give an “early warning” notice of capital-related problems to the SEC and/or FINRA.

“EBITDA” means, for any period, an amount determined for the Parent, the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with Section 1.05 equal to (a) the sum of (i) Consolidated Net Income for such period, plus, (ii) without duplication and to the extent deducted from Consolidated Net Income in such period, (A) Interest Expense, (B) income and franchise Taxes, (C) reasonable and customary fees and expenses incurred or paid in connection with Material Acquisitions and Material Dispositions permitted hereunder in amounts determined by the Borrower in good faith, and (D) depreciation, amortization, depletion, exploration expenses and other non-cash charges, and non-cash losses for such period, including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP and non-cash charges resulting from the requirements of ASC 410, 718 and 815, (except, in any event, to the extent that such non-cash charges are reserved for cash charges to be taken in the future), and including losses from dispositions of any Property (other than dispositions of Hydrocarbons in the ordinary course of business); minus (b) the sum of non-cash gains and non-cash items which were included in determining such Consolidated Net Income (including non-cash income resulting from the requirements of ASC 410, 718 and 815).

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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02).

“Engineering Reports” has the meaning assigned such term in Section 2.07(c)(i).

“Environmental Laws” means any and all Laws pertaining in any way to human health, employee safety, the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Restricted Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Restricted Subsidiary is located, including the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Law, as amended, and other environmental conservation or protection Laws.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutes, and all regulations and guidances promulgated thereunder.

“ERISA Affiliate” means each trade or business (whether or not incorporated) which, together with the Borrower or a Restricted Subsidiary, would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

“ERISA Event” means (a) a “Reportable Event” described in section 4043 of ERISA, other than a Reportable Event as to which the provisions of 30 days notice to the PBGC is expressly waived under applicable regulations, (b) the withdrawal of the Borrower, a Restricted Subsidiary or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) receipt of a notice of withdrawal liability pursuant to Section 4202 of ERISA, or (f) any other event or condition which would constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned such term in Section 10.01.

“Excess Cash” has the meaning set forth in Section 3.04(c)(iv).

“Excepted Liens” means: (a) Liens for taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties, each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership or materially impair the value of such Property subject thereto; (e) Liens arising by virtue of any statutory, common law or contract provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Parent, the Borrower, any of the Restricted Subsidiaries or any Designated Partnership to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership in the ordinary course of business covering only the Property under lease; (j) any obligations (other than Debt) or duties affecting any of the Property of the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership to any Governmental Authority with respect to any franchise, grant, license or permit; and (k) any interest or title of a lessor under any lease entered into by the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership covering only the assets so leased; provided further that (1) Liens described in clauses (a) through (d), and (g) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced unless such action is being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP and (2) no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of any Excepted Lien.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Funds” means cash held by any Loan Party in accounts designated solely for (i) payroll or employee benefits, (ii) the payment of withholding taxes of the Parent, the Borrower or any Guarantor, or (iii) the payment of royalty and working interest payments owing to third parties.

“Excluded Swap Obligation” means, with respect to any Loan Party individually determined on a Loan Party by Loan Party basis, any Indebtedness in respect of any Swap Agreement if, and solely to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Indebtedness in respect of any Swap Agreement (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest becomes effective with respect to such related Indebtedness in respect of any Swap Agreement. If, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.05) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.03(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Letters of Credit” means letters of credit outstanding as of the Effective Date and listed on Annex II hereto.

“Existing Loans” has the meaning assigned to such term in Section 2.01(a).

“Existing Loan Documents” has the meaning given to the term “Loan Documents” in the Prepetition RBL Credit Agreement.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such sections of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

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“FCM” has the meaning assigned to such term in the definition of “Broker-Dealer Subsidiary”.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it, provided that if the Federal Funds Effective Rate at any time would be less than zero, such rate shall be deemed to be zero.

“Fee Letter” means the Fee Letter dated the Effective Date, among the Borrower and Xxxxx Fargo Bank, National Association.

“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“Financial Statements” means the financial statement or statements of the Parent, the Borrower and its consolidated Subsidiaries referred to in Section 7.04(a).

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any other self-regulatory body which succeeds to the functions of the Financial Industry Regulatory Authority, Inc.

“First Lien Debt” means the aggregate amount of secured Debt of the Parent, the Borrower and the Restricted Subsidiaries (other than any secured Debt for which the Liens in respect thereof are junior in priority to the Liens securing the Indebtedness).

“First Lien Leverage Ratio” has the meaning assigned such term in Section 9.01(c).

“Focus Report” means the Financial and Operational Combined Uniform Single Report pursuant to Section 17 of the Exchange Act and SEC Rule 17a-5.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency,

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authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank) over the Borrower, any Restricted Subsidiary, any of their Properties, the Administrative Agent, any Issuing Bank or any Lender.

“Government Official” shall mean (a) any officer or employee of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, any public international organization or any political party or (b) any candidate for public office.

“GSO” means GSO Capital Partners LP on behalf of the funds advised by it.

“Guarantors” means Parent, each Subsidiary of the Borrower as of the Effective Date being Atlas Energy Colorado, LLC, a Colorado limited liability company, Atlas Resource Partners Holdings, LLC, a Delaware limited liability company, Atlas Energy Indiana, LLC, an Indiana limited liability company, Atlas Energy Ohio, LLC, an Ohio limited liability company, Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company, Atlas Noble, LLC, a Delaware limited liability company, Atlas Resources, LLC, a Pennsylvania limited liability company, REI-NY, LLC, a Delaware limited liability company, Resource Energy, LLC, a Delaware limited liability company, Resource Well Services, LLC, a Delaware limited liability company, Viking Resources, LLC, a Pennsylvania limited liability company, ARP Barnett, LLC, a Delaware limited liability company, ARP Oklahoma, LLC, an Oklahoma limited liability company, ARP Barnett Pipeline, LLC, a Delaware limited liability company, Atlas Xxxxxxx, LLC, a Texas limited liability company, ARP Production Company, LLC, a Delaware limited liability company, ARP Rangely Production, LLC, a Delaware limited liability company, ARP Mountaineer Production, LLC, a Delaware limited liability company, ATLS Production Company, LLC, a Delaware limited liability company, Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company, ARP Eagle Ford, LLC, a Texas limited liability company, Atlas Energy Securities, LLC, a Delaware limited liability company and each other Subsidiary of the Borrower (other than any Broker-Dealer Subsidiary).

“Guaranty Agreement” means the Guaranty in form and substance satisfactory to the Administrative Agent by each of the Guarantors in favor of the Administrative Agent dated as of the date hereof, as the same may be amended, modified or supplemented from time to time.

“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

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“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“IB” has the meaning assigned to such term in the definition of “Broker-Dealer Subsidiary”.

“Immaterial Title Deficiencies” means, with respect to Oil and Gas Properties, at any time of determination, defects or clouds on title, discrepancies in net revenue and working interest ownership percentages and other discrepancies (in each case, between what is shown on the most recently delivered Reserve Report and that which is set forth in the title information provided by a Loan Party to the Administrative Agent hereunder) and other Liens (other than Excepted Liens), defects, and similar matters which do not, individually or in the aggregate, affect Oil and Gas Properties in an amount greater than three percent (3%) of the Borrowing Base Value of all Oil and Gas Properties evaluated in the most recent Reserve Report delivered under this Agreement.

“Incur” means issue, create, assume, guarantee, incur or otherwise become directly or indirectly liable for, contingently or otherwise; provided, however, that any Debt or Equity Interests of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means any and all amounts owing or to be owing by the Borrower or any Guarantor: (a) to the Administrative Agent, any Issuing Bank, or any Lender under any Loan Document including, without limitation, all interest on any of the Loans (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Loan Party (or could accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action); (b) to any Person under any Secured Swap Agreement; (c) to any Bank Products Provider in respect of Bank Products; and (d) all renewals, extensions and/or restatements of any of the above; provided that solely with respect to any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act, Excluded Swap Obligations of such Guarantor shall in any event be excluded from “Indebtedness” owing by such Guarantor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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“Initial Budget” means the Borrower’s business plan and Budget dated July 13, 2016.

“Initial Reserve Report” means the initial Reserve Report(s) covering the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries and of the Designated Partnerships and used by the Lenders in the determination of the initial Borrowing Base.

“Intercompany Note” means the global intercompany note in the form of Exhibit L.

“Intercreditor Agreement” means the intercreditor agreement entered into on February 23, 2015 (as amended, restated, supplemented or otherwise modified from time to time) in connection with the Designated Partnership Hedge Facility, or such other intercreditor agreement acceptable to the Majority Lenders, by and among the Administrative Agent, the Collateral Agent (as defined therein), Wilmington Trust, National Association, as administrative agent under the Permitted Second Lien Debt Documents and the Master General Partner (as defined therein), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04.

“Interest Expense” means, for any period, an amount determined for the Parent, the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with Section 1.05 equal to total cash interest expense (including that attributable to obligations under Capital Leases), net of cash interest income and any one-time financing fees (to the extent included in the Parent’s consolidated interest expense for such period), including those paid in connection with (a) the Loan Documents and (b) the Permitted Second Lien Debt Documents and any Senior Notes or, in each case in connection with any amendment of the foregoing, of the Parent, the Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Debt of the Parent, the Borrower and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under swap agreements in respect of interest rates to the extent that such net costs are allocable to such period in accordance with GAAP).

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each of March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) no Interest Period may have a term

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which would extend beyond the Maturity Date and (c) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interested Party” means (i) ATLS, Atlas Eagle Ford Operating Company, LLC, a Texas limited liability company, Atlas Growth Eagle Ford, LLC, a Texas limited liability company, Titan Management, Atlas Energy Resources Services, Inc., a Delaware corporation, AGP, any Permitted Holder (other than GSO and its Affiliates acting solely in their respective capacities as Lenders (as defined in the Second Lien Credit Agreement)) and, in each case, their respective Subsidiaries, any joint venture (or similar arrangement) to which they are a party or any of their respective Related Interested Parties and (ii) any Related Interested Parties of the Parent or the Borrower.

“Interim Redetermination” has the meaning assigned to such term in Section 2.07(b).

“Interim Redetermination Date” means the date on which the Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(d).

“Investment” means, for any Person, (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, capital contributions, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale), (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business), or (c) the entering into of any guarantee of, or other contingent obligation with respect to, Debt or other liability of any other Person.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means (i) Xxxxx Fargo Bank, National Association and (ii) any other Lender that becomes an Issuing Bank in accordance with Section 2.08(k) or Section 11.10, each in its capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” will include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joinder Agreement” means a joinder agreement in the form of Exhibit H or any other form reasonably approved by the Administrative Agent.

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“Junior Lien Intercreditor Agreement” means (a) the Intercreditor Agreement dated as of the Effective Date among Borrower, the other Loan Parties, the Administrative Agent and Wilmington Trust, National Association, as administrative agent under the Permitted Second Lien Debt Documents, as the same may be amended, modified, supplemented or restated from time to time, and (b) if such Permitted Second Lien Debt is refinanced or replaced in accordance with the terms of such Intercreditor Agreement, any successor intercreditor agreement entered into in connection therewith, which shall be on terms and conditions acceptable to the Majority Lenders, in each case as the same may from time to time be amended, modified, supplemented or restated from time to time.

“Law” means (a) a law, statute, ordinance, treaty, permit, rule or regulation of any Governmental Authority, (b) a court decision, judgment, order, decree, injunction or ruling, and (c) a regulatory bulletin or guidance, or examination order or recommendation of a Governmental Authority.

“LC Commitment” at any time means $20,000,000.

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time (by the borrowing of Loans or otherwise). The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lender Swap Counterparty” means (a) any Person that is a Lender or Affiliate of a Lender on the Effective Date and that is a counterparty to any Secured Swap Agreement with the Borrower or any Subsidiary and (b) any counterparty to any other Secured Swap Agreement with the Borrower or any Subsidiary; provided that such counterparty is a Lender or an Affiliate of a Lender at the time such Secured Swap Agreement is entered into. For the avoidance of doubt, “Lender Swap Counterparty” shall not include any Participant other than to the extent such Participant is otherwise a Lender or an Affiliate of a Lender.

“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption; provided that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement and any Existing Letter of Credit.

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower or entered into by the Borrower with any Issuing Bank relating to any Letter of Credit.

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“LIBO Rate” means, with respect to any Eurodollar Loan for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Loan for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Eurodollar Loan and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. Notwithstanding the foregoing, (a) if the LIBO Rate shall be less than 1% during the Non-Conforming Period, the LIBO Rate shall be deemed to be 1% for the purposes of this Agreement, and (b) if the LIBO Rate shall be less than zero after the Non-Conforming Period has ended, the LIBO Rate shall be deemed to be zero for the purposes of this Agreement.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Borrower and the Restricted Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. “Lien” shall not include the interest of the Borrower or any Restricted Subsidiary in any Property subject to a Synthetic Lease.

“Liquidity” means, as of any date of determination, (a) the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date plus (b) the difference between (i) the Borrowing Base and (ii) without duplication, the total Credit Exposures and Indebtedness.

“Loan Documents” means this Agreement, the Notes, if any, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, and any and all other material agreements or instruments now or hereafter executed and delivered by any Loan Party or any other Person (other than Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with the Indebtedness, this Agreement and the transactions contemplated hereby, as such agreements may be amended, modified, supplemented or restated from time to time.

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“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Majority Lenders” means, at any time while no Loans or LC Exposure are outstanding, two or more Lenders having greater than 50% of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure are outstanding, two or more Lenders holding greater than 50% of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participations interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.

“Master General Partner” means Atlas Resources, LLC, a Pennsylvania limited liability company, or any other Loan Party that is the managing general partner or managing member of a Participating Partnership.

“Material Acquisition” means a transaction or series of transactions comprised of the acquisition of the Equity Interests of a Person or the acquisition of assets from a Person, in each case for consideration of at least $5,000,000.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the operations, Properties or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, other than as a result of the events leading up to, resulting from and following the commencement of the Bankruptcy Proceedings or the continuation or prosecution thereof immediately prior to the Effective Date, (b) the ability of the Borrower and the Restricted Subsidiaries, taken as a whole, to carry out their business as of the Effective Date, (c) the ability of the Loan Parties, taken as a whole, to perform fully and on a timely basis their obligations under any of the Loan Documents that are material to the interests of the Lenders, or (d) the validity or enforceability of any of the Loan Documents or the material rights and remedies available to the Administrative Agent, any Issuing Bank, or any Lender under any Loan Document.

“Material Disposition” means a transaction or series of transactions comprised of the sale, lease, assignment, conveyance or transfer of the Equity Interests of a Person or the assets of a Person, in each case for the consideration of at least $5,000,000.

“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Parent, the Borrower and the Restricted Subsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary Guarantor in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary Guarantor would be required to pay if such Swap Agreement were terminated at such time, including unpaid amounts in respect of such Swap Agreement.

“Maturity Date” means August 23, 2019.

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“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b). As of the Effective Date, the Aggregate Maximum Credit Amounts of the Lenders are $600,000,000.

“MGP Volumes” has the meaning assigned to such term in Section 8.16.

“Minimum Title Information” means title information in form and substance reasonably satisfactory to the Administrative Agent as to (a) the Loan Parties’ ownership (whether in fee or by leasehold) of (i) at least 95% of the total value of all Oil and Gas Properties (other than Designated Partnership Properties and any Eagle Ford Property owned by a Loan Party as of the Effective Date) and (ii) 100% of the total value of all Eagle Ford Properties owned by a Loan Party (x) as of the Effective Date (other than any such Oil and Gas Properties that have been disposed of pursuant to Section 9.11(k)) or (y) for a period longer than 10 days (or such longer period as the Administrative Agent may consent to in its sole discretion) and (b) ownership (whether in fee or by leasehold) of the Designated Partnership Properties, in each case with respect to Properties evaluated in any applicable Reserve Report.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgage” means a mortgage, deed of trust, or similar document in form and substance reasonably satisfactory to the Administrative Agent on an Oil and Gas Property directly owned (whether in fee or by leasehold) by a Loan Party where such Loan Party is the mortgagor and the Administrative Agent is the mortgagee pursuant to which a Lien on the Mortgaged Property covered thereby is created in favor of the Administrative Agent for the benefit of the Secured Creditors (as defined therein), as the same may be amended, amended and restated, modified or supplemented from time to time.

“Mortgaged Property” means any Property directly owned (whether in fee or by leasehold) by any Loan Party which is subject to a Lien created by the Security Instruments.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section 3(37) or 4001 (a)(3) of ERISA.

“NFA” means the National Futures Association.

“Net Capital Rule” means, as applicable, Rule 15c3-1 promulgated under the Exchange Act, including any successor rule under the Exchange Act relating to net capital requirements of broker-dealers, and/or Rule 1.17 promulgated under the Commodity Exchange Act, including any successor rule under the Commodity Exchange Act relating to net capital requirements of FCMs and IBs.

“Net Available Cash” means (a) cash payments received from an Asset Disposition (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of

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any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom and (b) cash payments or proceeds received by the Borrower or any Restricted Subsidiary (x) under any casualty insurance policy (excluding business interruption insurance) in respect of a Casualty Event that constitutes a covered loss thereunder or (y) as a result of a Casualty Event constitutes a taking of property by eminent domain, condemnation or otherwise, in each case net of:

(i) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition or Casualty Event;

(ii) all payments made on any Debt (other than Debt owing under any Permitted Second Lien Debt Documents, any Senior Notes and Debt hereunder) which is secured by any assets subject to such Asset Disposition or Casualty Event, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition or Casualty Event;

(iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures or to holders of royalty or similar interests as a result of such Asset Disposition or Casualty Event that constitutes a taking of property by eminent domain, condemnation or otherwise;

(iv) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition or Casualty Event that constitutes a taking of property by eminent domain, condemnation or otherwise and retained by the Borrower or any Restricted Subsidiary after such Asset Disposition or such Casualty Event;

(v) in the case of a Casualty Event that constitutes a taking of property by eminent domain, condemnation or otherwise, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position; and

(vi) in the case of a Casualty Event, any actual out-of-pocket costs incurred by Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or such Restricted Subsidiary.

“New Borrowing Base Notice” has the meaning assigned such term in Section 2.07(d).

“Non-Conforming Borrowing Base” means an amount equal to the amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to Section 2.07(g) or Section 8.12(d). The Non-Conforming Borrowing Base on the Effective Date shall be the amount set forth in Section 2.07(a).

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“Non-Conforming Borrowing Base Loans” means any Loans made by the Lenders to the Borrower under the Non-Conforming Borrowing Base.

“Non-Conforming Borrowing Base Reduction Date” means May 1, 2017.

“Non-Conforming Period” means that period of time from and after the Effective Date until the earlier of (a) the Non-Conforming Borrowing Base Reduction Date provided that all Non-Conforming Borrowing Base Loans have been repaid in full on such date and (b) the date on which all Non-Conforming Borrowing Base Loans have been repaid in full and the Non-Conforming Borrowing Base has been permanently reduced to zero ($0) (such permanent reduction to be effected by written notice from the Borrower to the Administrative Agent).

“Notes” means the promissory notes, if any, of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“OFAC” means the Office of Foreign Asset Control of the Department of Treasury of the United States of America.

“Oil and Gas Properties” means each of the following: (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests; and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes, together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Omnibus Agreement” means the omnibus agreement, dated as of the Effective Date, among Titan Management LLC, Atlas Energy Resources Services, Inc., Parent and Borrower.

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“Organizational Documents” means any and all agreements, certificates, operating agreements, partnership agreements, limited liability company agreements, charters, articles, bylaws, and similar documents pertaining to (a) the organization or governance of any Designated Partnership or (b) the organization or governance of any other Person referenced in this Agreement, in each case whether now or hereafter existing and as each has been and hereafter may be supplemented, amended or restated from time to time.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document pursuant to an assignment request by Borrower under Section 5.05).

“Other Taxes” means any and all present or future stamp or documentary, intangible, recording, filing, or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement and any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.05).

“Parent” has the meaning assigned to such term in the Recitals hereto.

“Parent LLC Agreement” means the limited liability company agreement of the Parent.

“Participant” has the meaning set forth in Section 12.04(c)(i).

“Participant Register” has the meaning set forth in Section 12.04(c)(i).

“Participating Partnership” means any Designated Partnership that has become a party to the Designated Partnership Hedge Facility.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permanent Senior Notes Reductions” means the amount of reductions to the Borrowing Base made pursuant to Section 2.07(i), which amount shall not exceed $75,000,000.

“Permitted Holder” means Titan Management, GSO Capital Partners LP, Fir Tree Inc., Guggenheim Partners Investment Management, LLC and Franklin Advisers, Inc., and their respective affiliates and any “group” including any of the foregoing.

“Permitted Participating Partnership Swap Agreement” means any Swap Agreement entered into and secured by assets of a Participating Partnership pursuant to the Designated Partnership Hedge Facility and for which the notional volumes for each such Swap Agreement (when aggregated with other commodity Swap Agreements of such Participating Partnership then in effect other than basis differential swaps on volumes already hedged pursuant to other

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Swap Agreements) do not exceed, (a) as of the date such Swap Agreement is executed (i) for the first two years following the date such Swap Agreement is executed (the “Initial Measurement Period”), seventy five percent (75%), (ii) for the period of three years immediately following the Initial Measurement Period (the “Second Measurement Period”), sixty five percent (65%) and (iii) for any period following the Second Measurement Period, twenty five percent (25%) of the reasonably anticipated future projected production from proved, developed, producing Oil and Gas Properties of the Participating Partnership which is party to such Swap Agreement or (b) at any time, one hundred percent (100%) of the both the current production and the reasonably anticipated future projected production from proved, developed producing Oil and Gas Properties of the Participating Partnership which is party to such Swap Agreement, in each case, for each month during the period during which such Swap Agreement is in effect.

“Permitted Second Lien Debt” means (a) Debt of the Borrower under the Permitted Second Lien Debt Documents incurred on the Effective Date in an aggregate principal amount up to $250,000,000 plus Accrued PIK Interest plus any PIK Interest incurred after the Effective Date and capitalized in accordance with the terms of the Second Lien Credit Agreement, which Debt is secured solely by Liens on Property upon which there exists first priority (subject to Liens permitted under Section 9.03 (other than Liens permitted under clause (g) thereof)) Liens in favor of the Administrative Agent and which are subject to the terms and conditions of the Junior Lien Intercreditor Agreement and (b) any second lien Debt incurred to refinance or replace the Debt (to the extent and, in the principal amount, outstanding at the time of such incurrence together with accrued and unpaid interest and customary fees and expenses related to such refinancing and in compliance with Section 7.01(b)(vii) of the Junior Lien Intercreditor Agreement) referred to in the foregoing clause (a), to the extent such refinancing or replacement is permitted under the Junior Lien Intercreditor Agreement.

“Permitted Second Lien Debt Documents” means, collectively, the Second Lien Credit Agreement (and any successor credit or term loan agreement in connection with any refinancing thereof permitted hereunder and under the Junior Lien Intercreditor Agreement), all guarantees of Permitted Second Lien Debt, and all other agreements, documents or instruments executed and delivered by any Loan Party in connection with, or pursuant to, the incurrence of Permitted Second Lien Debt, as all of such documents are from time to time amended, supplemented or restated in compliance with this Agreement and the Junior Lien Intercreditor Agreement.

“Permitted Second Lien Expenses” means the expenses payable pursuant to Section 12.03 of the Second Lien Credit Agreement as in effect on the Effective Date and any expenses payable pursuant to any other credit or similar agreement evidencing Permitted Second Lien Debt or any Senior Notes, in each case to the extent the reimbursement terms of such agreement are substantially similar to the terms of Section 12.03 of the Second Lien Credit Agreement as in effect on the Effective Date.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Petition Date” means July 27, 2016.

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“PIK Interest” means interest commencing on the day after the Effective Date and accrued pursuant to the Second Lien Credit Agreement and payable in kind by capitalizing and automatically adding such interest to the unpaid principal amount of the “Loans” (as defined in the Second Lien Credit Agreement).

“Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, a Restricted Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower or a Restricted Subsidiary or an ERISA Affiliate.

“Plan of Reorganization” has the meaning assigned to such term in the Recitals hereto.

“Pre-Petition Second Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated as of February 23, 2015 (as amended, amended and restated, supplemented or modified prior to the date hereof) among ARP, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

“Preferred Share Call Right” means the Parent’s right to purchase the Series A Preferred Share as provided in Section 5.7(b)(viii) of the Parent LLC Agreement.

“Prepetition RBL Credit Agreement” has the meaning assigned to such term in the Recitals hereto.

“Prepetition RBL Lender” has the meaning assigned to such term in the Recitals hereto.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Xxxxx Fargo as its prime rate in effect at its principal office in the United States; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by Xxxxx Fargo as a general reference rate of interest, taking into account such factors as Xxxxx Fargo may deem appropriate; it being understood that many of Xxxxx Fargo’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that Xxxxx Fargo may make various commercial or other loans at rates of interest having no relationship to such rate.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).

“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).

“Proved Developed Producing Reserves” means Proved Reserves which are categorized as both “Developed” and “Producing” in the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

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“Proved Reserves” means “Proved Reserves” as defined in the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Purchase Money Debt” means Debt (a) consisting of the deferred purchase price of property, plant and equipment, conditional sale obligations, obligations under any title retention agreement and other obligations incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Debt does not exceed the greater of (i) the cost of the asset being financed and (ii) the fair market value of such asset, and (b) incurred to finance such acquisition, construction or improvement by the Parent, the Borrower or a Restricted Subsidiary of such asset; provided however that such Debt is incurred within 180 days after such acquisition or the completion of such construction or improvement.

“Qualified ECP Guarantor” means, in respect of any Swap Agreement, each Loan Party that (a) has total assets exceeding $10,000,000 at the time any guaranty of obligations under such Swap Agreement becomes effective or (b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“Redemption” means, with respect to any Debt or Equity Interests, the repurchase, redemption, prepayment, repayment or defeasance of (or the segregation of funds with respect to any of the foregoing) or otherwise acquire for value such Debt or Equity Interests. “Redeem” has the correlative meaning thereto.

“Redetermination” means any Scheduled Redetermination or Interim Redetermination.

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).

“Register” has the meaning assigned to such term in Section 12.04(b)(iv).

“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.

“Related Interested Parties” means, with respect to any specified Person, such Person’s current or, to the knowledge of a Responsible Officer of any Loan Party, future, officers, directors, stockholders or Affiliates. For the avoidance of doubt, any such officer, director, stockholder or Affiliate of such Person on the Effective Date shall be a Related Interested Party of such Person.

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“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

“Remedial Work” has the meaning assigned to such term in Section 8.09.

“Required Mortgage Value” means, as of any date of determination, each of (a) an amount equal to (i) 95% of the aggregate value attributed to all Oil and Gas Properties (other than Eagle Ford Properties owned by the Loan Parties as of the Effective Date) directly owned (whether in fee or by leasehold) by the Loan Parties plus (ii) 100% of the aggregate value attributed to all Eagle Ford Properties owned (whether in fee or by leasehold) by the Loan Parties (x) as of the Effective Date (other than Oil and Gas properties sold pursuant to Section 9.11(k)) or (y) for a period longer than 10 days (or such longer period as the Administrative Agent may consent to in its sole discretion) and (b) an amount equal to 85% of the aggregate value attributed (i) to all Oil and Gas Properties directly owned (whether in fee or by leasehold) by the Loan Parties plus (ii) to the Loan Parties’ proportionate share of Designated Partnership Properties, in each case (other than clause (a)(ii) above) to the extent such Properties are evaluated in connection with and included in the determination of the Borrowing Base in effect as of such date.

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each December 31 or June 30 (or such other date in the event of an Interim Redetermination), the oil and gas reserves attributable to the Oil and Gas Properties of the Loan Parties (or the Loan Parties’ proportionate share of Designated Partnership Properties), together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time, together with a supplement indicating future net income based upon the Administrative Agent’s usual and customary pricing assumptions for oil and gas loans then in effect and provided by the Administrative Agent to the Borrower, in each case reflecting Swap Agreements in place with respect to such production. Each Reserve Report shall include a report on a well-by-well basis reflecting the working and revenue interests for the Borrower and each Guarantor, and the net working interest and net revenue interests for each Designated Partnership and such other information and in such form as may be reasonably requested by the Administrative Agent.

“Responsible Officer” means, as to any Person, the Chief Executive Officer, the Chief Operating Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in any Person (including any return of capital), or any payment (whether in cash, securities or other Property), including any

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sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary.

“Rolling Period” means (a) for the fiscal quarters ending December 31, 2016, March 31, 2017 and June 30, 2017, the period commencing on October 1, 2016 and ending on the last day of such applicable fiscal quarter and (b) for the fiscal quarter ending on September 30, 2017, and for each fiscal quarter thereafter, any period of four (4) consecutive fiscal quarters ending on the last day of such applicable fiscal quarter.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (as of the Effective Date, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union, any European Union member state or any other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom, the French government or any other relevant sanctions authority.

“Scheduled Redetermination” has the meaning assigned to such term in Section 2.07(b).

“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).

“SEC” means the U.S. Securities and Exchange Commission or any successor Governmental Authority.

“Second Lien Credit Agreement” means the Second Lien Credit Agreement dated as of the Effective Date among Wilmington Trust, National Association, as administrative agent, the financial institutions party thereto as “Lenders”, and the Borrower, as amended, restated or otherwise modified from time to time.

“Secured Creditors” means, collectively, the Administrative Agent, the Issuing Bank, the Lenders, the Bank Products Providers and (a) the counterparty to the Borrower or any of its Restricted Subsidiaries party to any Secured Swap Agreement, or (b) any assignee of any such counterparty so long as such assignee is a Lender or an Affiliate of a Lender.

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“Secured Swap Agreement” means a Swap Agreement, including, without limitation, any Swap Agreement that becomes a Secured Swap Agreement hereunder pursuant to Section 8.16 and Section 8.17 (other than any Swap Agreement entered into and secured by assets of a Participating Partnership pursuant to the Designated Partnership Hedge Facility) between the Borrower or any Subsidiary Guarantor and a Person who entered into such Swap Agreement before or while such Person was a Lender or an Affiliate of a Lender, including any Swap Agreements entered into during the Bankruptcy Proceedings between ARP and any Lender or an Affiliate of any Lender and any transactions or confirmations entered into under such Swap Agreements during the Bankruptcy Proceedings, but excluding any additional transactions or confirmations entered into after such Person ceases to be a Lender or an Affiliate of a Lender; provided that any such Swap Agreement shall cease to be a “Secured Swap Agreement” after assignment by such Lender or Affiliate of a Lender of such Swap Agreement to a Person that is not a Lender or an Affiliate of a Lender.

“Security Agreement” means the Security Agreement among the Borrower, the Guarantors and the Administrative Agent dated as of the date hereof, as the same may be amended, modified or supplemented from time to time.

“Security Agreement Supplement” means a supplement to the Security Agreement in the form of Annex 1 to the Security Agreement or any other form reasonably approved by the Administrative Agent.

“Security Instruments” means the Guaranty Agreement, the Security Agreement, Mortgages, the Intercompany Note and other agreements, instruments or stock certificates described or referred to in Exhibit E, and any and all other agreements or instruments entered into under the Prepetition RBL Credit Agreement (to the extent not released pursuant to the Plan of Reorganization and the Confirmation Order) and entered into now or hereafter executed and delivered by any Loan Party or any other Person (other than Swap Agreements or agreements regarding the provision of Bank Products with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) as security for the payment or performance of, or to perfect the grant of a Lien to secure obligations under, the Indebtedness, the Notes, if any, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.

“Senior Notes” means any unsecured notes issued by the Borrower under Section 9.02(i) and, without duplication, any guarantees thereof by the Borrower or a Guarantor and any unsecured Debt incurred to concurrently refinance such Debt in full on terms substantially the same as such Debt being refinanced.

“S&P” means Standard & Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“Solvency Certificate” means a solvency certificate substantially in the form of Exhibit K.

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“Solvent” means, when used with respect to any Person, that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subject Waterfall Period” means the period from the first day after the Non-Conforming Borrowing Base Reduction Date until the date that the amount of the Accumulated Permanent Borrowing Base Reductions equal 5% of the amount of the Conforming Borrowing Base as in effect on the Effective Date (such amount being $20,500,000).

“Subsidiary” means, with respect to any Person (the “parent”), any other Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the Board of Directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned or controlled by the parent and/or one or more of its Subsidiaries. Unless otherwise indicated herein, each reference to the term “Subsidiary” (i) means a Subsidiary of the Borrower and/or Parent and (ii) does not include any Designated Partnership.

“Subsidiary Guarantor” means any Restricted Subsidiary of the Borrower that is a Guarantor.

“Super Majority Lenders” means, at any time while no Loans or LC Exposure are outstanding, two or more Lenders having at least 66-²⁄₃% of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure are outstanding, two or more Lenders holding at least 66-²⁄₃% of the outstanding aggregate principal amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participations in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Super Majority Lenders.

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“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act). For the sole purposes of Section 9.17, the definitions of “Designated Partnership” and “Permitted Participating Partnership Swap Agreement”, and the term “Swap Agreement” shall be deemed to exclude all purchased put options or floors for Hydrocarbons.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Tax Distribution Amount” means an amount sufficient to bring cumulative distributions by the Borrower to the Parent in a tax period pursuant to Section 9.04(a)(v) to an amount equal to the amount of Taxes payable by the Parent during such tax period; provided that such distributions are used by the Parent to pay such Taxes.

“Tax Matters Agreement” has the meaning assigned to such term in Section 9.04(a)(iii).

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.

“Titan Management” means Titan Management LLC, a Delaware limited liability company.

“Total Debt” means, at any date, all Debt described in clauses (a), (b) (other than contingent obligations), (d) and (n) (other than tax liabilities that the Parent would have paid but for any appropriate action taken in connection with a disputed amount of taxes due and payable and for which adequate reserves have been maintained in accordance GAAP) of the definition of “Debt” of the Parent, the Borrower and the Restricted Subsidiaries determined on a consolidated basis in accordance with Section 1.05.

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“Transactions” means, collectively, (a) the substantial consummation of the Plan of Reorganization, (b) with respect to the Borrower, the execution, delivery and performance by the Borrower of this Agreement and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties pursuant to the Security Instruments and (c) with respect to each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document, the guaranteeing of the Indebtedness and the other obligations under the Guaranty Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of collateral thereunder, and the grant of Liens by such Guarantor on Mortgaged Properties pursuant to the Security Instruments.

“Transferee” means any Assignee or Participant.

“Type” refers, when used in reference to any Loan or Borrowing, to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(e).

“Xxxxx Fargo” has the meaning assigned to such term in the Recitals hereto.

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or by the Borrower and one or more of the Wholly-Owned Subsidiaries.

“Withholding Agent” means any Loan Party or the Administrative Agent.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.03 Types of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or

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otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including,” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement.

Section 1.05 Accounting Terms and Determinations.

(a) Unless otherwise specified herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(b) Notwithstanding GAAP or anything in this Agreement to the contrary, for the purposes of calculating the ratios that are the subject of Section 9.01 hereof and the components of each of them, all Designated Partnerships (and their Subsidiaries) (including the assets, liabilities, income, losses, cash flows and elements thereof of each of the foregoing) shall be excluded, except that any cash dividends or distributions paid by any Designated Partnership to the Borrower or any Restricted Subsidiary shall be deemed to be income to the Borrower or such Restricted Subsidiary, as applicable, when received by it, whether or not constituting income in accordance with GAAP.

ARTICLE II

The Credits

Section 2.01 Commitments.

(a) The parties hereto acknowledge and agree that (i) an aggregate principal amount of “Loans” under and as defined in the Prepetition RBL Credit Agreement (the “Existing Loans”) equal to $435,808,785, remains outstanding and shall be converted into Loans hereunder as set forth in Section 2.01(b) below and (ii) the Existing Letters of Credit (with an aggregate face amount of $4,191,215) shall be converted into Letters of Credit hereunder as set forth in Section 2.08(b) below.

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(b) Subject to the terms and conditions set forth herein, each Lender, severally and not jointly, agrees that the Existing Loans made by such Lender under the Prepetition RBL Credit Agreement and outstanding on the Effective Date immediately prior to giving effect to this Agreement in a principal amount equal to its Commitment shall remain outstanding on and after the Effective Date and shall be converted into Loans in an equal principal amount deemed made pursuant to this Agreement on the Effective Date. The conversion by a Lender of all or a portion of its Existing Loans shall be deemed to satisfy, dollar for dollar, such Lender’s obligation to make Loans on the Effective Date. Such Existing Loans of each Lender shall hereafter be referred to as “Loans”, and on and after the Effective Date shall have all of the rights and benefits of Loans as set forth in this Agreement and the other Loan Documents. For the avoidance of doubt, such conversion of Existing Loans and Existing Letters of Credit into Loans and Letters of Credit hereunder shall be deemed a “Borrowing” for all purposes under this Agreement.

(c) As of the Effective Date, immediately after giving effect to the conversion of Existing Loans into Loans hereunder pursuant to Section 2.01(b) and the conversion of Existing Letters of Credit into Letters of Credit hereunder pursuant to Section 2.08(b), the aggregate principal amount of the Loans and face amounts of Letters of Credit outstanding is $440,000,000.

Section 2.02 Loans and Borrowings.

(a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender, at its option, may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of twelve (12) Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

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(d) Notes. If a Lender shall make a written request to the Administrative Agent and the Borrower to have its Loans evidenced by a promissory note, then the Borrower shall execute and deliver a single promissory note of the Borrower in substantially the form of Exhibit A, payable to such Lender in a principal amount equal to its Maximum Credit Amount as then in effect, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, may be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by such Lender; provided that the failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note. Any Note issued pursuant to this Section 2.02(d) shall, in the event that transactions contemplated by the Plan of Reorganization result in a “significant modification” of the Loans within the meaning of Treasury Regulations Section 1.1001-3 for U.S. federal income tax purposes, and if otherwise applicable, bear the following legend on the face of such Notes:

“THIS DEBT INSTRUMENT HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY OF THE DEBT INSTRUMENT, PLEASE CONTACT 000 XXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 00000.”

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone or by written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower (a “written Borrowing Request”): (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York, New York time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York, New York time, on the date of the proposed Borrowing. Each telephonic and written Borrowing Request shall be irrevocable and each telephonic Borrowing Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(a) the aggregate amount of the requested Borrowing;

(b) the date of such Borrowing, which shall be a Business Day;

(d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

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(e) the amount of the then effective Borrowing Base, the current total Credit Exposures (without regard to the requested Borrowing), and the pro forma total Credit Exposures (giving effect to the requested Borrowing);

(f) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05; and

(g) certification that, (i) if the principal amount of such Borrowing plus the aggregate amount of cash and Cash Equivalents of the Loan Parties at the time of such Borrowing (before giving effect thereto) exceeds $20,000,000, then the proceeds of the Borrowing will be used as set forth on an exhibit (which exhibit shall contain reasonable detail of the intended use for such Borrowing) to such Borrowing Request within two (2) Business Days of the date of such Borrowing and (ii) after giving effect to such Borrowing and the use of proceeds, the Loan Parties will not have any Excess Cash.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base).

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Interest Elections.

(a) Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent of such election by telephone or by a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower (a “written Interest Election Request”) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each telephonic and written Interest Election Request shall be irrevocable and each telephonic Interest Election Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent.

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(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Majority Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing: (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.05 Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York, New York time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Request.

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(b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any ABR Borrowing, prior to 12:00 p.m., New York, New York time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. No payment required and made by the Borrower under this paragraph will be subject to any break-funding payment under Section 5.02.

Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts.

(a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date (it being understood that the Non-Conforming Borrowing Base shall be automatically reduced to $0 upon the occurrence of the Non-Conforming Borrowing Base Reduction Date and, as a result, any Commitments in respect of the Non-Conforming Borrowing Base existing on such date, if any, shall terminate on such date). If at any time the Aggregate Maximum Credit Amounts or the Borrowing Base are terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

(b) Optional Termination and Reduction of Aggregate Credit Amounts.

(i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Credit Exposures would exceed the total Commitments.

(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

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Section 2.07 Borrowing Base.

(a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be $440,000,000, with such Borrowing Base consisting of a Conforming Borrowing Base in an amount equal to $410,000,000 and a Non-Conforming Borrowing Base in an amount equal to $30,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time after the date of the initial Borrowing pursuant to Section 2.07(f), Section 2.07(g), Section 2.07(h), Section 2.07(i) or Section 8.12(d).

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined amounts shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders on May 1 and November 1 of each year (or, in each case, such date promptly thereafter as reasonably practicable), commencing May 1, 2017. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Super Majority Lenders, by notifying the Borrower thereof, one time during each six-month period, elect to cause the Conforming Borrowing Base (and therefore also the Borrowing Base) to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07. The Borrower may also elect to have one additional Interim Redetermination between Scheduled Redeterminations in connection with (i) any acquisition of Oil and Gas Properties having a fair market value of $10,000,000 or more or (ii) any sale or other disposition of Properties or termination of Swap Agreements in respect of commodities where the Properties so sold or Swap Agreements so terminated have a fair market value of $10,000,000 or more. The Super Majority Lenders may elect to have one Interim Redetermination with respect to the Conforming Borrowing Base prior to May 1, 2017; provided, however, that the Super Majority Lenders may not request such Interim Redetermination if, prior to November 1, 2016, (1) the Loan Parties execute and deliver to the Administrative Agent Mortgages covering additional proved Oil and Gas Properties that were acquired by the Loan Parties from Designated Partnerships after March 1, 2016 having an aggregate PV-9 value (which value will be calculated by the Administrative Agent in its sole discretion and in a manner consistent with its normal oil and gas lending criteria at such time) in excess of $40,000,000 and (2) on or prior to November 1, 2016, a Responsible Officer of the Borrower shall have delivered a certificate to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent setting forth in reasonable detail such information regarding such additional proved Oil and Gas Properties from the Designated Partnerships that were Mortgaged prior to November 1, 2016, to permit the Administrative Agent to determine, after discussions with the Borrower, whether the PV-9 value of the contributed Oil and Gas Properties exceeds $40,000,000.

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(i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.11(a) and Section 8.11(c), and, in the case of an Interim Redetermination, pursuant to Section 8.11(b) and Section 8.11(c), and (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.11(c), as may from time to time be reasonably requested by the Super Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall propose a new Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base (the “Proposed Borrowing Base”) equal to its good faith determination of a new Conforming Borrowing Base based upon the Engineering Reports and such other information including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedged exposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time; provided that the aggregate value, as determined by the Administrative Agent, of (1) the Loan Parties’ proportionate share of all Oil and Gas Properties owned by Designated Partnerships may not exceed 15% of the aggregate value, as determined by the Administrative Agent, of all such Oil and Gas Properties that are evaluated and included for purposes of determining the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base and (2) all Oil and Gas Properties directly owned by Loan Parties which are not mortgaged pursuant to the Security Instruments may not exceed 5% of the aggregate value, as determined by the Administrative Agent, of all such Oil and Gas Properties that are evaluated and included for purposes of determining the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base. In no event shall the Proposed Borrowing Base plus the Non-Conforming Borrowing Base, when applicable, exceed the Aggregate Maximum Credit Amount.

(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):

(A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then on or before the first to occur of April 15 and October 15 following the date of delivery (or, in each case, such date promptly thereafter as reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports and from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and

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(B) in the case of an Interim Redetermination, promptly after the Administrative Agent has received the required Engineering Reports, and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i).

(iii) Any Proposed Borrowing Base that would increase the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base then in effect must be approved by all of the Lenders as provided in this Section 2.07(c)(iii); and any Proposed Borrowing Base that would decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, the Borrowing Base then in effect must be approved or be deemed to have been approved by the Super Majority Lenders as provided in this Section 2.07(c)(iii). Such decisions relating to the Conforming Borrowing Base will be made by each Lender in good faith and based upon such criteria as such Lender deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as they exist at the particular time. Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have 15 days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, an alternate Borrowing Base. If, at the end of such 15 days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of any Proposed Borrowing Base that decreases or maintains the Borrowing Base then in effect. If, at the end of such 15-day period, all of the Lenders, in the case of a Proposed Borrowing Base that would increase the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base then in effect, or the Super Majority Lenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base then in effect, have approved (or, in the case of decreases or reaffirmations of the Borrowing Base, have been deemed to have approved) the Proposed Borrowing Base, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 15-day period, all of the Lenders or the Super Majority Lenders, as applicable, have not approved the Proposed Borrowing Base (or, in the case of decreases or reaffirmations of the Borrowing Base, have been deemed to have approved), as aforesaid, then the Administrative Agent shall poll the Lenders to determine the highest amount approved by all of the Lenders in the case of an amount that would increase the Borrowing Base, or the Super Majority Lenders in the case of an amount that would decrease or maintain the Borrowing Base, and such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d).

(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved by all of the Lenders or the Super Majority Lenders (or, in the case of decreases or reaffirmations of the Borrowing Base, deemed to have been approved), as applicable, pursuant to Section 2.07(c)(iii), the Administrative Agent shall promptly (but in no event later than five (5) Business Days after such approval or deemed approval) notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”) and the amount of the Borrowing Base set forth therein shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) by the applicable date specified in Section 8.11, then on the first to occur of May 1 or November 1 following delivery of the New Borrowing Base Notice (or promptly thereafter as reasonably practicable), or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.11(a) and Section 8.11(c) by the applicable date specified in Section 8.11, then on the Business Day next succeeding delivery of the New Borrowing Base Notice; and

(ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of the New Borrowing Base Notice.

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(e) Duration of Borrowing Base. Following delivery of the New Borrowing Base Notice, the amount of the Borrowing Base set forth in the New Borrowing Base Notice shall be the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base, to the extent applicable, under Section 2.07(f), Section 2.07(g), Section 2.07(h), Section 2.07(i) or Section 8.12(d), whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower.

(f) Reduction of Borrowing Base upon Sale of Properties, Termination of Swap Agreements or any Designated Partnership Ceasing to be a Designated Partnership. In addition to the other redeterminations of the Borrowing Base provided for herein, if at any time the aggregate Borrowing Base Value of Properties sold or disposed of, and Swap Agreements in respect of commodities terminated or otherwise monetized, pursuant to Section 9.11(d) or Section 9.11(k) in any period between Redeterminations of the Borrowing Base, together with (i) the Borrowing Base Value of any Oil and Gas Properties sold, transferred or otherwise disposed of by any Designated Partnership and (ii) the Borrowing Base Value of any Designated Partnership Properties evaluated in the most recent Reserve Report that are attributable to any Designated Partnership that, during such period, ceased to be a Designated Partnership for any reason (other than in respect of any such Designated Partnership Properties owned by a Loan Party at the time of such redetermination), exceeds five percent (5%) of the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base as of the last Redetermination, then, unless the Borrower has timely exercised its right to an Interim Redetermination pursuant to Section 2.07(b), to the extent available, such that the Redetermination Date with respect to such Interim Redetermination may occur simultaneously with the consummation of such designation, sale or disposition (or, in the case of a Swap Agreement, termination or other monetization), the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base shall be automatically reduced, effective immediately upon such designation, sale or disposition (or, in the case of a Swap Agreement, termination or other monetization) by an amount equal to the Borrowing Base Value of such Properties (as calculated by the Administrative Agent in good faith after consultation with the Borrower and in a manner consistent with normal industry practices) sold or disposed of (or ceasing to be Designated Partnership Properties), and Swap Agreements in respect of commodities terminated or otherwise monetized. Immediately upon such reduction, if

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applicable, the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base shall be automatically redetermined by the Administrative Agent to reflect such reduction and shall become the new Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks and the Lenders until the next redetermination or modification of the Conforming Borrowing Base or, after the Non-Conforming Borrowing Base Reduction Date, Borrowing Base pursuant to this Agreement. Upon any such redetermination, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders.

(g) Non-Conforming Borrowing Base. Prior to the Non-Conforming Borrowing Base Reduction Date, if the Conforming Borrowing Base is increased in connection with a Scheduled Redetermination or an Interim Redetermination, then the Non-Conforming Borrowing Base will be automatically reduced by the amount of any such increase to the Conforming Borrowing Base as a result of such redetermination so that the amount of the Borrowing Base immediately thereafter will equal the amount of the Borrowing Base in effect immediately prior to such redetermination. Upon the occurrence of the Non-Conforming Borrowing Base Reduction Date, the Non-Conforming Borrowing Base shall be automatically reduced to $0.00 and (i) any Non-Conforming Borrowing Base Loans shall be paid in full as further described in Section 3.01(b), (ii) all accrued interest in respect thereof shall be paid in full and (iii) any other obligations outstanding under the Non-Conforming Borrowing Base shall be paid in full, including under Section 3.05(a) and Section 5.02, in each case, on the Non-Conforming Borrowing Base Reduction Date.

(h) Subject Waterfall Period Reduction. Concurrently with any prepayment of Borrowings pursuant to Section 3.04(c)(v)(C), the Conforming Borrowing Base shall be reduced by the same amount of such prepayment as set forth in Section 3.04(c)(v)(C).

(i) Reduction of Borrowing Base Upon Issuance of Senior Notes. In addition to the other redeterminations of the Borrowing Base provided for herein, and notwithstanding anything to the contrary contained herein, upon the issuance of any Senior Notes permitted by Section 9.02(i), the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount) and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Banks, and the Lenders on such date until the next redetermination or modification of the Borrowing Base pursuant to this Agreement (it being understood that such reduction to the Borrowing Base shall apply to the Non-Conforming Borrowing Base first); provided, however, that any reduction pursuant to this clause (i) shall not exceed $75,000,000.

Section 2.08 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request an Issuing Bank to issue US dollar denominated Letters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during

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the period from the Effective Date until the day which is five (5) Business Days prior to the end of the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Letters of Credit hereunder shall be deemed to be issued under the Conforming Borrowing Base.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. The Existing Letters of Credit shall be deemed to have been issued hereunder as of the Effective Date. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (unless otherwise agreed by the applicable Issuing Bank, not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice:

(i) requesting the issuance of a Letter of Credit or identifying the outstanding Letter of Credit to be amended, renewed or extended;

(ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day);

(iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));

(iv) specifying the amount of such Letter of Credit;

(v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and

(vi) specifying the amount of the then effective Borrowing Base and the current total Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (x) the LC Exposure shall not exceed the LC Commitment and (y) the total Credit Exposures shall not exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Borrowing Base). No letter of credit issued by any Issuing Bank shall be deemed to be a “Letter of Credit” issued under this Agreement unless such Issuing Bank has requested and received written confirmation from the Administrative Agent that the representations by the Borrower contained in the foregoing clauses (x) and (y) are true and correct.

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If requested by any Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit and shall guarantee the reimbursement of any Letter of Credit issued for the account of a Loan Party.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal, which renewal may be provided for in the initial Letter of Credit, or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to an existing Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than the fifth (5th) Business Day after the Borrower shall have received notice of such LC Disbursement, together with interest on the amount disbursed from and including the date of disbursement until payment in full of such disbursed amount at a varying rate per annum equal to (i) the then applicable interest rate for ABR Loans for each day such LC Disbursement shall remain outstanding through the fifth (5th) Business Day following its receipt of notice of such disbursement and (ii) thereafter, the post default rate for ABR Loans for the period from and including the sixth (6th) Business Day following the date of such disbursement to and including the date of repayment in full of such disbursed amount; provided that, unless the Borrower shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., New York City time, on the Business Day next following the date on which the Borrower shall have been notified of such LC Disbursement, the Borrower will be deemed to have requested, and the Borrower does hereby request under such circumstances, in accordance with Section 2.03 that such payment be financed with an ABR Borrowing on such Business Day in an equivalent amount and, to the extent the Borrower satisfies the condition precedent to such ABR Borrowing set forth in Section 6.02(b), the Borrower’s obligation to make such payment shall be discharged with the proceeds of the requested ABR Borrowing. If the Borrower fails to make such payment when due and the Borrower is not entitled to make a Borrowing in the amount of such payment, the Administrative

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Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse any Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of set-off against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank, such Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in good faith, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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(g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed such Issuing Bank for such LC Disbursement, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(i), or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then the Borrower shall deposit not later than one Business Day after receipt of notice from the Administrative Agent (or, if such notice is received after 12:00 p.m. Noon, New York, New York time, not later than the second Business Day after receipt of such notice), in a deposit account with the Administrative Agent, cash collateral for the benefit of the Lenders in an amount equal to, in the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid interest thereon; provided that such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to any Loan Party described in Section 10.01(g) or Section 10.01(h). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, a first priority perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.08(i) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which any Loan Party may now or hereafter have against any such beneficiary, the Issuing Banks, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Borrower’s and the other Loan Parties’ obligations under this Agreement and the other Loan Documents in a “securities account” (within the meaning of Article 8 of the UCC) over which the Administrative Agent shall have “control” (within the meaning of the UCC). Notwithstanding the foregoing, the Borrower may direct the Administrative Agent and the “securities intermediary” (within the meaning of the UCC) to invest amounts credited to the securities account, at the Borrower’s risk and expense, in Investments described in Section 9.05(c) through (f). Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse, on a pro rata basis, each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

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(j) Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, and any LC Exposure exists at the time a Lender becomes a Defaulting Lender, then:

(i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Credit Exposures does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 6.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (or, if such notice is received after 12:00 p.m. Noon, New York, New York time, within two (2) Business Days following receipt of such notice) cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.08(i) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.08(j), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.08(j), then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.08(j), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) under Section 3.05(a) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Banks until such LC Exposure is cash collateralized and/or reallocated.

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Notwithstanding any provision of this Agreement to the contrary, so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.08(j), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.08(j)(i) (and any Defaulting Lender shall not participate therein).

(k) Addition of an Issuing Bank. A Lender (or any of its Affiliates) may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Lender. The Administrative Agent shall notify the Lenders of any such additional Issuing Bank.

ARTICLE III

Payments of Principal and Interest; Prepayments; Fees

Section 3.01 Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of (a) each outstanding Loan on the Termination Date and (b) each Non-Conforming Borrowing Base Loan upon the Non-Conforming Borrowing Base Reduction Date.

Section 3.02 Interest.

(a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Post-Default Rate. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate applicable to ABR Loans as provided in Section 3.02(a), or if no rate is then applicable to such amount, at a rate per annum equal to 2.0% plus the highest rate then applicable to ABR Loans as provided in Section 3.02(a).

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(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination Date and, with respect to the Non-Conforming Borrowing Base Loans, on the Non-Conforming Borrowing Base Reduction Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Termination Date and, with respect to the Non-Conforming Borrowing Base Loans, prior to the Non-Conforming Borrowing Base Reduction Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.

Section 3.03 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 3.04 Prepayments.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, subject to prior notice in accordance with Section 3.04(b), but each prepayment must be in an amount that is an integral multiple of $100,000 and not less than $1,000,000.

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(b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York, New York time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York, New York time, one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing (other than pursuant to Section 3.04(c)) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

(i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), a Borrowing Base Deficiency exists, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount sufficient to fully eliminate such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i).

(ii) Upon any Scheduled Redetermination or Interim Redetermination of the Borrowing Base in accordance with Section 2.07(b) or any adjustment to the Borrowing Base under Section 8.12(d), if a Borrowing Base Deficiency results therefrom, then the Borrower shall, within 30 days following receipt of the New Borrowing Base Notice or notice pursuant to Section 8.12(d), as applicable, provide written notice to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such Borrowing Base Deficiency, and the Borrower shall, within 30 days (or 60 days in the case of clause (C) of this Section 3.04(c)(ii)) after its receipt of a New Borrowing Base Notice or notice pursuant to Section 8.12(d), as the case may be: (A) prepay the Loans in an amount equal to the full amount sufficient to eliminate such Borrowing Base Deficiency, (B) prepay the Loans in an amount sufficient to fully eliminate such Borrowing Base Deficiency in four equal monthly installments, commencing on the 30th day following its receipt of such New Borrowing Base Notice or notice, as the case may be (provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to (x) the Termination Date and (y) with respect to the Non-Conforming Borrowing Base Loans, the Non-Conforming Borrowing Base Reduction Date), (C) submit (and pledge as Mortgaged Properties pursuant to a Mortgage) to the Administrative Agent not later than 60 days after its receipt of a New Borrowing Base Notice or notice pursuant to Section 8.12(d) additional Oil and Gas Properties directly owned (whether in fee or by

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leasehold) by a Loan Party for consideration in connection with the determination of the Borrowing Base which the Administrative Agent and the Lenders in good xxxxx xxxx sufficient in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of determination to fully eliminate such Borrowing Base Deficiency or (D) undertake a combination of the actions specified in clauses (B) and (C) of this Section 3.04(c)(ii) to fully eliminate such Borrowing Base Deficiency. If, because of LC Exposure, a Borrowing Base Deficiency remains after prepaying all of the Loans, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i).

(iii) Upon any adjustment to the Borrowing Base pursuant to Section 2.07(f), Section 2.07(g) or Section 2.07(i), the Borrower shall (A) prepay Non-Conforming Borrowing Base Loans in the amount that the principal amount of such Non-Conforming Borrowing Base Loans exceed the Non-Conforming Borrowing Base, (B) prepay Borrowings in an aggregate principal amount, if any, necessary to fully eliminate such Borrowing Base Deficiency, and (C) if any Borrowing Base Deficiency remains after prepaying all Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.08(i). The Borrower shall make such prepayment and/or deposit of cash collateral on or prior to the second Business Day immediately following the date it receives notice from the Administrative Agent of such reduction of the Borrowing Base and resulting Borrowing Base Deficiency; provided that any such prepayment in connection with the termination or monetization of any Swap Agreements or issuance of Senior Notes will be made on the date on which the proceeds of such termination, monetization or issuance are received and any such prepayment in connection with a reduction in the Borrowing Base pursuant to Section 2.07(g) shall be made on the date of such reduction as set forth in Section 3.01(b).

(iv) If, at the close of business on any Friday (or such other business day as the Administrative Agent and the Borrower may agree), (i) there is Credit Exposure outstanding, and (ii) the Loan Parties shall have a Consolidated Cash Balance in excess of $20,000,000 (any such excess amount, the “Excess Cash”), then on the next Business Day, the Borrower will prepay the Loans in an amount equal to the Excess Cash and to the extent such Excess Cash is in an amount greater than the total outstanding principal amount of the Loans, the Borrower shall use such cash to collateralize outstanding LC Exposure as provided in Section 2.08(i). Each prepayment of Loans pursuant to this Section 3.04(c)(iv) will be applied as directed by the Borrower, provided that if the Borrower does not provide instructions for the application of such prepayment, such prepayment shall be applied first, ratably to any ABR Loans then outstanding, and, secondly, to any Eurodollar Loans then outstanding, and if more than one Eurodollar Loan is then outstanding, to each such Eurodollar Loan in order of priority beginning with the Eurodollar Loan with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Loan with the most number of days remaining in the Interest Period applicable thereto. Notwithstanding anything in this clause (iv) or the definition of “Consolidated Cash Balance” to the contrary, if any Net Available Cash excluded from the definition of “Consolidated Cash Balance” pursuant to clause (iv)(y) thereof would otherwise have been subject to the prepayment requirements of this clause (iv), the Borrower shall immediately prepay the Loans with such Net Available Cash if the Borrower has not repaid the Permitted Second Lien Debt as permitted by Section 3.04(c)(i) of the Second Lien Credit

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Agreement (as in effect on the Effective Date) or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes (so long as such provision is substantially identical to Section 3.04(c)(i) of the Second Lien Credit Agreement) and within the time period required under such section.

(v) During the Subject Waterfall Period, the Borrower shall apply (within one (1) Business Day of receipt) any Net Available Cash received by the Parent, the Borrower or any Restricted Subsidiary in connection with any Asset Disposition or Casualty Event, as follows:

(A) first, to satisfy the requirements of Section 3.04(c)(iii) in respect of eliminating any Borrowing Base Deficiency existing after a reduction of the Conforming Borrowing Base in connection with such Asset Disposition or Casualty Event;

(B) second, if Liquidity is less than or equal to $20,000,000 as of the date clause (A) above is satisfied, to prepay outstanding Borrowings on such date with the remainder, if any, of such Net Available Cash until Liquidity is equal to $20,000,000 (or if the proceeds remaining after the application in clause (A) above are not sufficient to increase the Borrower’s Liquidity to $20,000,000, then all such remaining Net Available Cash shall be applied to repay outstanding Borrowings;

(C) third, to prepay Borrowings on such date in an aggregate principal amount not to exceed, together with all other prepayments made pursuant to this clause (C) since the first day of the Subject Waterfall Period, 5% of the amount of the Conforming Borrowing Base as in effect on the Effective Date (such amount being $20,500,000) and concurrently reduce the Conforming Borrowing Base by the same amount; and

(D) fourth, if the aggregate amount of the Net Available Cash exceeds the aggregate amount of payments required to be made pursuant to clauses (A) through (C) above, then, the Parent, the Borrower or any Subsidiary Guarantor shall use such excess Net Available Cash to repay Permitted Second Lien Debt or Senior Notes (as applicable) in accordance with, and subject to compliance with the terms of, Section 9.04(b) or, if such repayment is not required under Section 3.04(c)(i) of the Second Lien Credit Agreement (as in effect on the Effective Date) or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes (so long as such provision is substantially identical to Section 3.04(c)(i) of the Second Lien Credit Agreement), to prepay the Loans in accordance with Section 3.04(c)(iv), and any remainder shall be used for any other general working purposes (to the extent permitted under Article IX hereof).

(vi) At all times on and prior to the Non-Conforming Borrowing Base Reduction Date and subject to Section 3.04(c)(iii)(B), each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding under the Non-Conforming Borrowing Base, secondly, to any Eurodollar Borrowings then outstanding under the Non-Conforming Borrowing Base as the Borrower may direct, thirdly, ratably to any ABR Borrowings then outstanding under the Conforming Borrowing Base and fourthly, any Eurodollar Borrowings then outstanding under the Conforming Borrowing Base as the Borrower may direct. At all times after the Non-Conforming Borrowing Base Reduction

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Date, each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, secondly, to any Eurodollar Borrowings then outstanding as the Borrower may direct.

(vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

(d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02, and shall not result in a reduction in the Maximum Credit Amounts.

Section 3.05 Fees.

(a) Commitment Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of each Lender’s Applicable Percentage of the Borrowing Base during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the third Business Day after the last day of March, June, September and December of each year and on the Termination Date and, with respect to the Non-Conforming Borrowing Base, on the Non-Conforming Borrowing Base Reduction Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to each Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any year, and (iii) to each Issuing Bank, for its own account, its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year will be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees will be payable on the Termination Date and any such fees accruing after the Termination Date will be payable on demand. Any other fees payable to the Issuing Banks pursuant to this Section 3.05(b) will be payable within 10

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days after demand. All participation fees and fronting fees will be computed on the basis of a year of 360 days and will be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower shall pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon by the Borrower and the Administrative Agent in the Fee Letter.

(d) Defaulting Lender Fees. Subject to Section 2.08(j), the Borrower shall not be obligated to pay the Administrative Agent any Defaulting Lender’s ratable share of the fees described in Section 3.05(a) for the period commencing on the day such Defaulting Lender becomes a Defaulting Lender and continuing for so long as such Lender continues to be a Defaulting Lender.

(e) Upfront Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender an upfront fee equal to 0.75% of the amount of such Lender’s Commitment on the Effective Date, which fee shall have been fully earned on the Effective Date and 0.25% shall be payable on the Effective Date and 0.50% shall be payable immediately prior to the Maturity Date or acceleration of the Loans, as applicable.

ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs.

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or reimbursement of LC Disbursements or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 Noon, New York, New York time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Application of Insufficient Payments. If, at any time prior the Termination Date, insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest, fees and other amounts then due hereunder, such funds shall be applied: first, ratably to reimbursement of expenses and indemnities provided for in this Agreement and the Security Instruments; secondly, to accrued interest on the Loans; thirdly, to fees; fourthly, pro rata to outstanding principal of the Loans and unreimbursed LC Disbursements; and fifthly, if required by the terms of this Agreement, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; in each case, ratably among the parties entitled thereto in accordance with the amounts then due to such parties.

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(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall take an assignment of, or purchase participations in, (in any event, for cash at face value) the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to a Loan Party or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law and under this Agreement, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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Section 4.03 Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant hereto then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. If at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).

Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the other Loan Parties unto and in favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each other Loan Party’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower or any other applicable Loan Party and the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Loan Parties.

ARTICLE V

Increased Costs; Break Funding Payments; Taxes

Section 5.01 Increased Costs.

(a) Changes in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any participation therein,

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and the result of any of the foregoing shall be to increase the cost to such Lender or other such Recipient of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or otherwise), then, upon request of such Lender or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, in each case by an amount deemed by such Lender to be material, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (a)(ii) and reasonably detailed calculations therefor shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.05, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market.

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Section 5.03 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes paid by the relevant Recipient, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Recipient as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower and shall be conclusive absent manifest error.

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(d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or a Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E

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establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s

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obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Indemnification by Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

(g) [reserved].

(h) Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will a Recipient be required to pay any amount to a Loan Party pursuant to this paragraph (h), the payment of which would place the applicable Recipient in a less favorable net after-Tax position than the Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

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(i) The Administrative Agent, the Borrower and the Parent shall cooperate to determine (i) whether a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3) of any debt instrument has occurred for U.S. federal income tax purposes, (ii) the “issue price” of the Loans (within the meaning of Sections 1273 and 1274 of the Code) for U.S. federal income and other applicable Tax purposes, and (iii) any other information necessary or helpful for the Borrower and Parent to comply with their Tax reporting and filing obligations.

(j) Survival. The agreements in this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 5.04 Designation of Different Lending Office. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 5.05 Replacement of Lenders. If (a) any Lender requests compensation under Section 5.01, (b) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, (c) any Lender becomes a Defaulting Lender, (d) any Lender has not approved an increase in the Borrowing Base proposed by the Administrative Agent pursuant to Section 2.07(c)(iii), or (e) any Lender has not approved a proposed waiver or amendment requiring 100% approval or consent (other than an increase in the Borrowing Base) but which has been approved by Lenders holding 50% or more of the then outstanding Commitments, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments or will result in the approval of the proposed Borrowing Base.

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Section 5.06 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans; provided that the Borrower shall not be required to make any payments pursuant to Section 5.02 as a result of the conversion of any Affected Loans under this Section 5.06.

ARTICLE VI

Conditions Precedent

Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (exclusive of the Existing Letters of Credit) shall not become effective until the date on which each of the following conditions is satisfied (or waived with the consent of the Administrative Agent in accordance with Section 12.02):

(a) The Bankruptcy Court shall have entered a final order satisfactory to the Administrative Agent confirming the Plan of Reorganization (the “Confirmation Order”) and all conditions to the Effective Date (as defined in the Plan of Reorganization) of the Plan of Reorganization shall have been satisfied (or will be satisfied upon the occurrence of the Effective Date) or waived. The Confirmation Order shall approve the Loan Documents and authorize the Loan Parties’ execution and delivery thereof. The Confirmation Order shall be in full force and effect and shall not be stayed. The Effective Date (as defined in the Plan of Reorganization) shall occur concurrently with the effectiveness of this Agreement, without waiver or modification that could be reasonably be expected to affect the interests of the Administrative Agent, the Issuing Banks or the Lenders, unless consented to by the Administrative Agent.

(b) The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date pursuant to this Agreement, the Fee Letter, including, to the extent invoiced to the Borrower at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Parent, the Borrower, each Guarantor and, solely with respect to

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clause (iv) below, each Broker-Dealer Subsidiary, as applicable setting forth (i) resolutions of its Board of Directors (or other applicable managing Person) with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Parent, the Borrower or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws (or other applicable governing documents) of the Parent, the Borrower, such Guarantor and such Broker-Dealer Subsidiary (each in form and substance reasonably satisfactory to the Administrative Agent), certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(d) The Administrative Agent shall have received the following certificates:

(i) recent certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Parent, the Borrower and each Guarantor;

(ii) [reserved];

(iii) a certificate of a Responsible Officer of the Borrower certifying that attached to such certificate is a true and complete list of all Swap Agreements of the Borrower, each Subsidiary Guarantor and each Designated Partnership, including: all Swap Agreements of a Participating Partnership entered into pursuant to the Designated Partnership Hedge Facility, if any, the type, term, effective date, termination date and notional amounts or volumes and the net xxxx-to-market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement;

(iv) a certificate of a Responsible Officer of the Borrower certifying that, immediately after giving effect to the Transactions, the Parent, the Borrower and the Restricted Subsidiaries will have no Debt or Disqualified Capital Stock outstanding other than the Indebtedness under this Agreement and other Debt permitted under Section 9.02;

(v) a certificate of a Responsible Officer of the Borrower certifying in reasonable detail all of the transactions with Affiliates of the Borrower and, among other things, the identity of the relevant Affiliates and the aggregate consideration in respect of each such transaction; and

(vi) a Solvency Certificate from a Financial Officer of the Parent.

(e) The Administrative Agent shall have received from (i) each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party and (ii) the Borrower a counterpart of the Fee Letter signed by the Borrower.

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(f) The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount dated as of the date hereof.

(g) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments described on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall:

(i) be reasonably satisfied that the Security Instruments will, when properly executed and recorded, create and reaffirm first priority, perfected Liens (except for Excepted Liens, but subject to the provisos at the end of such definition and subject to Immaterial Title Deficiencies) on at least the Required Mortgage Value of Oil and Gas Properties and all other Property purported to be pledged as collateral pursuant to such Security Instruments (including, without limitation, all Equity Interests in each Designated Partnership and each Broker-Dealer Subsidiary);

(ii) have received certificates, together with undated, blank stock powers (or the equivalent for Persons that are not corporations) for each certificate, representing all of the certificated issued and outstanding Equity Interests (other than any Excluded Property (as defined in the Security Agreement)) of each Subsidiary and of the Loan Parties’ Equity Interests in each Designated Partnership and each Broker-Dealer Subsidiary; and

(iii) have received the original Intercompany Note, together with an undated, blank allonge for the Intercompany Note.

(h) The Administrative Agent shall have received an opinion in form and substance reasonably acceptable to the Administrative Agent of (i) Xxxx Xxxxxxxx LLP, special counsel to the Borrower, and (ii) local counsel in each of the following states: Alabama, Arkansas, Colorado, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas, Virginia and West Virginia.

(i) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower, the Restricted Subsidiaries and the Designated Partnerships evidencing that such Persons are carrying insurance in accordance with Section 7.13.

(j) The Administrative Agent shall have received title information in form and substance reasonably satisfactory to the Administrative Agent setting forth (i) the status of title on at least 95% of the total value of all Oil and Gas Properties (other than Designated Partnership Properties and subject to the proviso below) evaluated in the Initial Reserve Report and (ii) the status of title on the Designated Partnership Properties evaluated in the Initial Reserve Report; provided that, the Administrative Agent shall have received the status of title on 100% of the total value of all Eagle Ford Properties owned by the Loan Parties.

(k) The Administrative Agent shall have received the Financial Statements and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.11(c)(i).

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(l) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) the Borrower or another Loan Party has received all consents and approvals required by Section 7.03 and (ii) there shall be no litigation, governmental, administrative or judicial action or proceeding pending or, to the knowledge of any Responsible Officer of the Borrower, threatened in any court or before any Governmental Authority that could reasonably be expected to restrain or prevent the Transactions.

(m) The Administrative Agent shall have received certified copies of requests for information or copies (Form UCC-1) that are filed in the jurisdictions necessary to perfect and maintain the security interests granted under the Security Instruments, or equivalent reports, listing all effective financing statements that name any Loan Party as debtor, together with copies of such other financing statements and any appropriate UCC and other Lien and real property record search certificates from Alabama, Arkansas, Colorado, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas, Virginia, West Virginia and any additional jurisdiction of organization of each Loan Party, and any other jurisdiction reasonably requested by the Administrative Agent, in each case reflecting no Liens encumbering the Properties of each Loan Party or Designated Partnership, as applicable, other than Liens released pursuant to the Plan of Reorganization on or prior to the Effective Date or Liens permitted by Section 9.03, including, without limitation, Immaterial Title Deficiencies.

(n) (i) The Permitted Second Lien Debt Documents shall be reasonably satisfactory to the Administrative Agent and shall have become effective and term loans in an aggregate principal amount of $250,000,000 plus Accrued PIK Interest under the Second Lien Credit Agreement shall have been made on the Effective Date. The Administrative Agent shall have received (i) fully executed copies of the Permitted Second Lien Debt Documents, and (ii) fully executed counterparts of the Junior Lien Intercreditor Agreement from each party thereto (including the Borrower and the Guarantors).

(o) After giving effect to the terms of the Plan of Reorganization, there shall not exist any Default or Event of Default under the Loan Documents or any default or event of default under the Permitted Second Lien Debt Documents.

(p) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(q) The Administrative Agent shall have received certified copies of each of the organizational documents of each of the Designated Partnerships.

(r) The Administrative Agent shall be reasonably satisfied that all claims against, or interests in, the Borrower and the Guarantors shall have been satisfied or otherwise addressed pursuant to the terms of the Plan of Reorganization.

(s) The Administrative Agent shall have received an annual consolidated budget of the Borrower for fiscal year 2016 at least five (5) days prior to the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent and containing the information required pursuant to Section 8.01(o).

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(t) The Administrative Agent shall have reviewed and be satisfied with the Borrower’s corporate and capital structure and hedging strategy and shall have performed and be satisfied with such other due diligence regarding the Borrower and the Guarantors and their respective Properties as the Administrative Agent may require (it being understood that the corporate and capital structure contemplated by the Plan of Reorganization is satisfactory to the Administrative Agent).

(u) The Borrower shall have paid all interest, fees, and other obligations, including expense reimbursement obligations, outstanding under the Prepetition RBL Credit Agreement.

(v) The Administrative Agent shall have received fully executed counterparts of the Intercreditor Agreement from each party thereto.

(w) The Administrative Agent shall have received evidence satisfactory to it that the Borrower has assumed all obligations pursuant to the Swap Contracts (as defined in the Plan of Reorganization) and such Swap Contracts will constitute Secured Swap Agreements upon the occurrence of the Effective Date (as defined in the Plan of Reorganization).

(x) The Borrower shall have, or shall have caused another Loan Party to have, entered into Swap Agreements on terms consistent with Section 9.17(a) to hedge notional volumes of natural gas and crude oil, calculated separately, not less than the applicable volumes set forth on Schedule 6.01 for each calendar month from the Effective Date to December 31, 2018, which xxxxxx shall meet the applicable minimum prices set forth on Schedule 6.01 and otherwise have terms and conditions reasonably satisfactory to the Administrative Agent.

(y) The Administrative Agent and the Lenders shall have received a certificate of a Financial Officer of each Broker-Dealer Subsidiary attaching copies of (i) the most recent FINRA Focus Report filed by (or on behalf of) such Broker-Dealer Subsidiary, (ii) the most recent financial report performed or required to be performed by any Designated Examining Authority of such Broker-Dealer Subsidiary and permitted to be disclosed under applicable Law and (iii) the audited financial statements of such Broker-Dealer Subsidiary prepared by (or on behalf of) such Broker-Dealer Subsidiary’s accountants for the fiscal year ended December 31, 2015.

(z) The Borrower shall use the net proceeds of the Loans on the Effective Date in accordance with Section 8.15.

(aa) The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

Without limiting the generality of the provisions of Section 11.05, for purposes of determining compliance with the conditions specified in this Section 6.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 6.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 6.01 by and on behalf of

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the Borrower or any of the other Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Section 6.02 Each Credit Event. (a) The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made pursuant to Section 2.08(e), but including the initial funding), and of each Issuing Bank to issue, renew, or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(i) At the time of and immediately after giving effect to such Borrowing or the issuance, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.

(ii) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(iii) The making of such Loan or the issuance, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or any Issuing Bank to violate or exceed, any applicable Law, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain the making or repayment of any Loan, the issuance, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(iv) The receipt by the Administrative Agent of a Borrowing Request (together with any exhibit required pursuant to Section 2.03(g)) in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(b) The obligation of each Lender to make a Loan on the occasion of any Borrowing deemed to have been requested by the Borrower to reimburse an LC Disbursement pursuant to Section 2.08(e) shall be subject to the satisfaction of the conditions that (i) at the time of and immediately after giving effect to such Borrowing, no Event of Default shall have occurred and be continuing, and (ii) after giving effect to such Borrowing, (x) the total Credit Exposures shall not exceed the total Commitments and (y) the Credit Exposure of such Lender shall not exceed its Commitments.

(c) Each Borrowing (other than a conversion or continuation of an outstanding Borrowing and other than a Borrowing to reimburse an LC Disbursement made

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pursuant to Section 2.08(e)), and each issuance, renewal or extension of any Letter of Credit will be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in clauses (i), (ii), and (iii) of paragraph (a) above.

Section 6.03 Additional Conditions to Credit Event. In addition to the conditions precedent set forth in Section 6.02, so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or the Borrower will cash collateralize the LC Exposure in accordance with Section 2.08(j), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in accordance with Section 2.08(j)(i) (and Defaulting Lenders shall not participate therein).

ARTICLE VII

Representations and Warranties

Each of the Parent and the Borrower represents and warrants to the Lenders that:

Section 7.01 Organization; Powers. Each of the Parent, the Borrower and each Restricted Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability. The Transactions are within the Parent’s, the Borrower’s and each other Guarantor’s corporate powers and have been duly authorized by all necessary corporate and, if required, member action. Each Loan Document to which the Parent, the Borrower or any other Guarantor is a party has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of the Parent, the Borrower or such other Guarantor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b)

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will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Parent, the Borrower or any other Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Parent, the Borrower or any other Guarantor or its Properties, or give rise to a right thereunder to require any payment to be made by the Parent, the Borrower or any other Guarantor and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any other Guarantor (other than the Liens created by the Loan Documents or permitted under Section 9.03).

Section 7.04 Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished to the Lenders (i) ARP’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended December 31, 2015, reported on by Xxxxx Xxxxxxxx LLP, independent public accountants, and (B) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2016 and (ii) the Parent and its Subsidiaries’ consolidated balance sheet as of the Effective Date, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent, the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

(b) Since June 30, 2016, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Parent, the Borrower and the Restricted Subsidiaries has been conducted only in the ordinary course consistent with industry standards for companies of similar type and size.

(c) None of the Parent, the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or as disclosed in this Agreement (including the Schedules hereto).

Section 7.05 Litigation.

(a) Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or affecting the Parent, the Borrower or any Restricted Subsidiary (i) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions and, to the knowledge of the Parent and the Borrower, no such action, suit, investigation or proceeding is threatened.

(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 7.05 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

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Section 7.06 Environmental Matters. Except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) Neither any Property of the Parent, the Borrower or any Restricted Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws.

(b) Without limitation of clause (a) above, no Property of the Parent, the Borrower or any Restricted Subsidiary nor the operations currently conducted thereon or, to the best knowledge of the Parent, the Borrower and any Restricted Subsidiary, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws.

(c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of the Parent, the Borrower and each Restricted Subsidiary, including, without limitation, past or present treatment, storage, disposal or release of a Hazardous Material or solid waste into the environment, have been duly obtained or filed, and the Parent, the Borrower and each Restricted Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations.

(d) All Hazardous Materials, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of the Parent, the Borrower or any Restricted Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of the Parent, the Borrower and the other Guarantors, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws.

(e) The Borrower has taken all steps reasonably necessary to determine and have determined that no Hazardous Materials, solid waste, or oil and gas exploration and production wastes have been disposed of or otherwise Released and there has been no threatened Release of any Hazardous Materials on or to any Property of the Parent, the Borrower or any Restricted Subsidiary, except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment.

(f) To the extent applicable, all Property of the Parent, the Borrower and each Restricted Subsidiary currently satisfies all design, operation, and equipment requirements

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imposed by the OPA or scheduled as of the Effective Date to be imposed by OPA during the term of this Agreement, and the Borrower does not have any reason to believe that such Property, to the extent subject to OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement.

(g) None of the Parent, the Borrower nor any Restricted Subsidiary has any known contingent liability in connection with any Release or threatened Release of any oil, Hazardous Material or solid waste into the environment.

Section 7.07 Compliance with the Laws and Agreements; No Defaults.

(a) Each of the Parent, the Borrower and each Restricted Subsidiary (i) is in compliance with all Laws applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and (ii) possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) None of the Parent, the Borrower nor any Restricted Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Parent, the Borrower or any Restricted Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Parent, the Borrower or any Restricted Subsidiary or any of their Properties is bound.

Section 7.08 Investment Company Act. None of the Parent, the Borrower nor any Restricted Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 No Margin Stock Activities. None of the Parent, the Borrower nor any other Guarantor is engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

Section 7.10 Taxes. Each of the Parent, the Borrower and the Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, except (a) taxes that are being contested in good faith by appropriate proceedings and for which the Parent, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent, the

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Borrower and the Restricted Subsidiaries in respect of taxes and other governmental charges are, in the reasonable opinion of the Borrower and the Parent, adequate. No tax Lien has been filed and no claim is being asserted with respect to any such tax or other such governmental charge, except for Liens and claims for taxes not yet due and payable or those being contested in good faith by appropriate proceedings and for which the Parent, the Borrower, or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.

Section 7.11 ERISA. Except as set forth on Schedule 7.11 and except as could not reasonably be expected to result in a Material Adverse Effect:

(a) The Parent, the Borrower, the Restricted Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan.

(b) Each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code.

(c) No act, omission or transaction has occurred which could result in imposition on the Parent, the Borrower, any Restricted Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA.

(d) No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated since September 2, 1974. No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Parent, the Borrower, any Restricted Subsidiary or any ERISA Affiliate has been or is expected by the Parent, the Borrower, any Restricted Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred.

(e) Full payment when due has been made of all amounts which the Parent, the Borrower, the Restricted Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof, and no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan.

(f) The actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, as of the end of the Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA.

(g) None of the Parent, the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Parent, the Borrower, any Restricted Subsidiary or any ERISA Affiliate in its sole discretion at any time without any material liability.

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(h) None of the Parent, the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Multiemployer Plan.

(i) None of the Parent, the Borrower, the Restricted Subsidiaries nor any ERISA Affiliate is required to provide security under section 401(a)(29) of the Code due to a Plan amendment that results in an increase in current liability for the Plan.

Section 7.12 Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it, the Parent, the Borrower or any of the Restricted Subsidiaries is subject, and all other matters known to it, that, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Parent, the Borrower or any of the Restricted Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished, collectively, the “Information”) contained, as of the date delivered, any material misstatement of fact or omitted to state, as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the Effective Date, the Information does not contain any misstatement of fact or omit to state any fact that would make the Information, taken as a whole and viewed in the light of the circumstances under which the Information was prepared, misleading in any material respect; provided that, with respect to Information consisting of projected financial information or other forward-looking information, the Borrower represents only that such Information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time.

Section 7.13 Insurance. Each of the Parent and the Borrower has, and has caused all of the Restricted Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Laws and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Parent, the Borrower and the Restricted Subsidiaries. All Designated Partnerships maintain all appropriate insurance policies to the extent contemplated or required under the limited partnership agreement (or similar governing document) of such Designated Partnership. With respect to insurance policies of the Parent, the Borrower and the Restricted Subsidiaries, the Administrative Agent and the Lenders have been named as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance.

Section 7.14 Restriction on Liens. None of the Parent, the Borrower nor any of the Restricted Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

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Section 7.15 Subsidiaries.

(a) Except as set forth on Schedule 7.15 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.15, each of the Parent and the Borrower has no Subsidiaries or joint ventures and each Restricted Subsidiary is a Wholly-Owned Subsidiary. None of the Parent, the Borrower nor any Restricted Subsidiary has any Foreign Subsidiaries. Schedule 7.15 as updated from time to time lists (a) all the Designated Partnerships owned by the Parent, the Borrower or the Restricted Subsidiaries and their partnership interests in each such Designated Partnership and (b) all Broker-Dealer Subsidiaries.

(b) Each of the Parent’s, the Borrower’s and the other Guarantors’ Equity Interests in the Designated Partnerships and the Broker-Dealer Subsidiaries are free and clear of any and all Liens, claims and encumbrances, including any preferential rights to purchase and consents to assignments, other than (i) Liens created pursuant to the Security Instruments, (ii) Excepted Liens described in clause (a) of the definition thereof and (iii) Liens permitted under Section 9.03(g) hereof.

(c) The amount and type of the authorized Equity Interests of each of the Persons listed on Schedule 7.15 are accurately described thereon, and all such Equity Interests that are issued and outstanding have been validly issued and are fully paid and nonassessable and are owned by and issued to the Person listed as their owner on Schedule 7.15. Each of the Parent, the Borrower and each other Guarantor have good and marketable title to all the Equity Interests of the Subsidiaries issued to it, free and clear of all Liens, other than (i) Liens created pursuant to the Security Instruments, (ii) Excepted Liens described in clause (a) of the definition thereof and (iii) Liens permitted under Section 9.03(g) hereof, and all such Equity Interests have been duly and validly issued and are fully paid and nonassessable (except to the extent general partnership interests are assessable under applicable law).

Section 7.16 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of Delaware is Titan Energy Operating, LLC; and the organizational identification number of the Borrower in Delaware is 6096549 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(j) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(j) and Section 12.01(c)). The Parent’s and each other Guarantor’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.15 (or as set forth in a notice delivered pursuant to Section 8.01(j)).

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Section 7.17 Properties; Titles, Etc.

(a) Subject to Immaterial Title Deficiencies, each of the Parent, the Borrower and the other Guarantors specified as the owner had, as of the date evaluated in the most recently delivered Reserve Report, direct, good and defensible title as owner of a fee or leasehold interest to the Oil and Gas Properties (other than Designated Partnership Properties) evaluated in such Reserve Report free and clear of Liens, except Excepted Liens, Liens securing the Indebtedness and Liens permitted under Section 9.03(g) hereof. Each of the Parent, the Borrower and the other Guarantors have good title to all personal Properties owned by it free and clear of all Liens, except Liens permitted by Section 9.03. After giving full effect to the Excepted Liens, each of the Parent, the Borrower and the other Guarantors specified as the owner of Hydrocarbon Interests in the most recently delivered Reserve Report owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests reflected in such Reserve Report (other than those attributable to Designated Partnership Properties), and the ownership (whether in fee or by leasehold) of such Properties shall not in any material respect obligate the Parent, the Borrower and the other Guarantors to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in the Parent’s, the Borrower’s and the other Guarantors’ net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent the Parent, the Borrower or any other Guarantor is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues. All information contained in the most recently delivered Reserve Report is true and correct in all material respects as of the date to which such Reserve Report relates.

(b) Subject to Immaterial Title Deficiencies, the Parent, the Borrower, any other Guarantor or a Designated Partnership had, as of the date evaluated in the most recently delivered Reserve Report, good and defensible title as owner of a fee or leasehold interest to the Designated Partnership Properties evaluated in such Reserve Report, free and clear of all Liens, except Liens described in clause (E) of the definition of “Designated Partnership”. After giving full effect to the Excepted Liens, the Parent, the Borrower, any other Guarantor or a Designated Partnership owned, as of the date evaluated in such Reserve Report, the net interests in production attributable to the Hydrocarbon Interests relating to Designated Partnership Properties reflected in such Reserve Report, and the ownership (in fee or in leasehold) of such Properties shall not in any material respect obligate such owner to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in such Reserve Report that is not offset by a corresponding proportionate increase in such owner’s net revenue interest in such Property other than as reflected in such Reserve Report; provided that to the extent the Parent, the Borrower or any other Guarantor is a general partner of a Designated Partnership, it is liable for all of the costs and expenses attributable to such Designated Partnership’s interest but is only entitled to its percentage interest in such Designated Partnership’s net revenues.

(c) All material leases and agreements necessary for the conduct of the business of the Parent, the Borrower and the Restricted Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, except as, in each case, could not reasonably be expected to result in a Material Adverse Effect.

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(d) The rights and Properties presently owned, leased or licensed by the Parent, the Borrower and the Restricted Subsidiaries, including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Parent, the Borrower and the Restricted Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof.

(e) All of the Properties of the Parent, the Borrower and the Restricted Subsidiaries which are reasonably necessary for the material operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.

(f) Each of the Parent, the Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Parent, the Borrower and such Restricted Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each of the Parent, the Borrower and the Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

(g) The interests issued or sold by the Designated Partnerships or any Affiliate of the Borrower were issued or sold in compliance with all state and federal laws applicable to such issuance and sale, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No litigation has been commenced, and the Parent, the Borrower and the other Guarantors are not aware of any litigation that is contemplated, with respect to the offering or sale of the interests in the Designated Partnerships that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 7.18 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Parent, the Borrower and the other Guarantors and the Designated Partnerships have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Laws and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of such Oil and Gas Properties. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (a) no Oil and Gas Property owned (whether in fee or by leasehold) by the Parent, the Borrower, any other Guarantors or any Designated Partnership is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (b) none of the xxxxx comprising a part of the Oil and Gas Properties owned (whether in fee or by leasehold) by the Parent, the Borrower, any other Guarantors or any Designated Partnership (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by Law, and such xxxxx are, in fact, bottomed under and are producing from, and the well bores are wholly within, such Oil and Gas Properties (or in the case of xxxxx located on Properties unitized therewith, such unitized Properties). All pipelines, xxxxx, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Parent, the Borrower, any other Guarantors or any Designated Partnership that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Parent, the Borrower, any other Guarantors or any Designated Partnership, in a manner consistent with the Parent’s, the Borrower’s, the other Guarantors’ or Designated Partnership’s past practices (other than those the failure of which to maintain in accordance with this Section 7.18 could not reasonably be expect to have a Material Adverse Effect).

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Section 7.19 Gas Imbalances. As of the date hereof, except as set forth on Schedule 7.19, on a net basis there are no gas imbalances or other prepayments made to the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report that would require the Parent, the Borrower, any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership of at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $2,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons.

Section 7.20 Marketing of Production. Except for contracts listed on Schedule 7.20, and thereafter disclosed in writing by the Borrower to the Administrative Agent, in each case as included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it, the Parent or the Restricted Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity except as disclosed on Schedule 7.20 or the most recently delivered Reserve Report), no agreements exist which are not cancelable by the Parent, the Borrower or a Restricted Subsidiary on 60 days’ notice or less without penalty to the Parent, the Borrower or a Restricted Subsidiary or detriment for the sale of production from the Parent’s, the Borrower’s or the Restricted Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six months from the date hereof (in the case of Schedule 7.20) or the most recently delivered Reserve Report (in the case of each other such agreement).

Section 7.21 Swap Agreements and Qualified ECP Guarantor. Each report required to be delivered by the Borrower, pursuant to Section 8.01(d), sets forth a true and complete list of all Swap Agreements of the Borrower, each Subsidiary Guarantor and each Designated Partnership, including all Swap Agreements of a Participating Partnership entered into pursuant to the Designated Partnership Hedge Facility, the type, term, effective date, termination date and notional amounts or volumes and the net xxxx-to-market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. All reports and other information relating to the Designated Partnership Hedge Facility delivered to the Administrative Agent pursuant to Section 8.01(d) are true and complete in all material respects. The Borrower is a Qualified ECP Guarantor.

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Section 7.22 Solvency. The Parent, the Borrower and the other Guarantors, taken as a whole, are, and immediately after giving effect to the incurrence of any Debt or obligations being incurred in connection herewith will be, Solvent.

Section 7.23 Anti-Corruption Laws; Anti-Money Laundering; Sanctions.

(a) None of the Parent, the Borrower, its Subsidiaries and their respective directors, officers and employees, and, to the knowledge of the Borrower, the agents of the Parent, the Borrower and its Subsidiaries (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) offered, paid, given, promised to pay, authorized the payment of, or taken any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or otherwise to obtain or retain business or to secure an improper business advantage or (iii) violated or is in violation of any provision of any Anti-Corruption Laws in any material respect. The Borrower will maintain in effect policies and procedures designed to promote compliance by the Parent, the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents, with any Anti-Corruption Law.

(b) The operations of the Parent, the Borrower and its Subsidiaries are and have been conducted at all times in compliance in all material respects with all Anti-Money Laundering Laws and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving a member of the Group with respect to Anti-Money Laundering Laws is pending and no such actions, suits or proceedings are threatened or contemplated.

(c) No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law, Anti-Money Laundering Law or applicable Sanctions.

(d) None of the Parent, the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any director, officer, employee, agent, or affiliate of the Parent, the Borrower or any of its Subsidiaries is a Sanctioned Person.

(e) In connection with this Agreement, the Loans and all of its business with, through or involving the Administrative Agent, the Issuing Bank and the Lenders, the Loan Parties have not violated, will not violate, and will not cause the Administrative Agent, the Issuing Bank or the Lenders to violate any Sanctions.

Section 7.24 Broker-Dealer Subsidiaries.

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(a) Each domestic Broker-Dealer Subsidiary that extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary that extends purpose credit to customers regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T.

(b) Each Broker-Dealer Subsidiary (i) is a member in good standing of FINRA, the NFA and/or the equivalent foreign self-regulatory body, (ii)(A) if a Domestic Subsidiary, is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM or IB with the CFTC, and in each state where the conduct of its business requires such registration and (B) if a Foreign Subsidiary, is duly registered as the equivalent of a broker-dealer, FCM or IB with the equivalent foreign regulatory body, in each case where the conduct of its business requires such registration.

(c) To the knowledge of the Loan Parties, no Broker-Dealer Subsidiary or its “associated persons” (as defined in the Securities Exchange Act) is currently ineligible or disqualified pursuant to Section 15, Section 15B or Section 15C of the Securities Exchange Act to serve as a broker or dealer or “associated person” of a broker or dealer, except as would not reasonably be expected to have a Material Adverse Effect.

(d) As of the Effective Date, the Loan Parties have delivered or made available to the Lenders a true and correct copy of the currently effective Broker-Dealer Form BD and any amendments thereto filed with the SEC and FINRA by each Broker-Dealer Subsidiary. The information contained in such forms and reports was, at the time of filing, complete and accurate in all material respects. Each Broker-Dealer Subsidiary has made available to the Lender a true, correct and complete copy of such entity’s currently effective FINRA Membership Agreement. Each Broker-Dealer Subsidiary has not exceeded in any material way with respect to its business, the business activities enumerated in its FINRA Membership Agreement or any other applicable restriction agreement or other limitations imposed in connection with its FINRA or state registrations or licenses with any other self-regulatory organization or Governmental Authority.

(e) No Broker-Dealer Subsidiary has received a notice from the SEC, the CFTC, FINRA, the NFA, any self-regulatory organization or any other Governmental Authority of any alleged rule violation or other circumstance which could reasonably be expected to have a Material Adverse Effect.

(f) No Broker-Dealer Subsidiary is in arrears with respect to any assessment made upon it by the SIPC.

(g) As of the Effective Date, FINRA has been designated as the Designated Examining Authorities for the Broker-Dealer Subsidiaries and is the Broker-Dealer Subsidiaries’ Designated Self-Regulatory Organizations.

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ARTICLE VIII

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder have been paid in full, either all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed or the Borrower or any Guarantor has granted to the issuer of each outstanding Letter of Credit a first priority perfected security interest in cash collateral (on terms and conditions reasonably acceptable to the applicable Issuing Banks) equal to 105% of the amount of the LC Exposure relating to such Letter(s) of Credit, and all other amounts due and payable under the Loan Documents (other than contingent obligations for which no claim has been made) have been paid in full, each of the Parent and the Borrower covenants and agrees with the Lenders that:

Section 8.01 Financial Statements; Other Information. The Parent and the Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 100 days after the end of each fiscal year of the Parent, its audited consolidated balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such year, setting forth, in each case, in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (with an unqualified opinion as to “going concern” and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 55 days after the end of each fiscal quarter of each fiscal year of the Parent, its consolidated balance sheet and related statements of income, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth, in each case, in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(c) Certificate of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a compliance certificate of a Financial Officer of the Parent in substantially the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01 and (iii) certifying a copy of the compliance certificate delivered for such fiscal period under any Permitted Second Lien Debt Documents or any Senior Notes. Each such certificate (including the financial statements and calculations delivered with such certificate) shall include reasonably detailed information regarding (x) any Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the calculation of all financial covenants and other financial metrics required under this Agreement and (y) any cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the ratios that are the subject of Section 9.01 (which information shall include a reconciliation of the Borrower’s calculation of EBITDA versus the calculation of Consolidated Net Income in accordance with GAAP).

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(d) Certificate of Financial Officer – Swap Agreements. Concurrently with the delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of a recent date a true and complete list of all Swap Agreements of the Borrower, each Subsidiary Guarantor and each Designated Partnership, including, without limitation, any Swap Agreement entered into by a Participating Partnership pursuant to the Designated Partnership Hedge Facility, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes and volumes attributable to Designated Partnership production), the net xxxx-to-market value therefor, any new credit support agreements relating thereto, any margin required or supplied under any credit support document, and the counterparty to each such agreement. Concurrently with the delivery of such certificate, the Borrower shall deliver or cause any Participating Partnership to deliver to the Administrative Agent all reports and other information delivered to an Approved Counterparty pursuant to the Designated Partnership Hedge Facility for such period.

(e) Certificate of Insurer – Insurance Coverage. Within 30 days of the reasonable request by the Administrative Agent, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.06, in form and substance reasonably satisfactory to the Administrative Agent, and, if also reasonably requested by the Administrative Agent, all copies of the applicable policies.

(f) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Restricted Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be. Documents required to be delivered pursuant to Section 8.01(a) and Section 8.01(b) and this Section 8.01(f) may be delivered electronically and shall be deemed to have been delivered on the date on which the Borrower posts such documents to XXXXX (or such other free, publicly-accessible internet database that may be established and maintained by the SEC as a substitute for or successor to XXXXX).

(g) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any notice of any breach, default, violation, demand, or any other material event furnished to or by any Person pursuant to the terms of any indenture, loan or credit or other similar agreement representing Material Indebtedness, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.

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(h) Lists of Purchasers. Concurrently with any delivery of a Reserve Report under Section 8.11, a list of Persons purchasing Hydrocarbons from the Borrower or any Restricted Subsidiary accounting for at least 85% of the revenues resulting from the sale of all Hydrocarbons in the one-year period prior to the “as of” date of such Reserve Report.

(i) Asset Dispositions and Casualty Events. Promptly upon (and in any event within three Business Days thereof) the consummation of any Asset Disposition or the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event, a certificate from a Financial Officer of the Borrower setting forth an updated calculation of (i) the financial covenants set forth in Section 9.01, (ii) the then current and pro forma Consolidated Cash Balance and (iii) any relevant financial metrics related to the foregoing (including an updated EBITDA), in each case, after giving effect to such Asset Disposition or Casualty Event, as applicable.

(j) Information Regarding the Borrower and the Guarantors. Prompt written notice (and in any event within ten (10) Business Days thereof) of any change (i) in the Borrower’s or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties (including, without limitation, the acquisition of new Oil and Gas Properties), (ii) in the location of the Borrower’s or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower’s or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower’s or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower’s or any Guarantor’s federal taxpayer identification number.

(k) Production Report and Lease Operating Statements. Promptly upon written request of the Administrative Agent, a report setting forth, for the current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) from the Oil and Gas Properties owned (whether in fee or by leasehold) by the Borrower, any Guarantor or any Designated Partnership, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred.

(l) Notices of Certain Changes. Except as otherwise provided herein or in the other Loan Documents, promptly, but in any event within five (5) Business Days of the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Guarantor.

(m) Incurrence of Debt by Designated Partnerships. Within five (5) Business Days prior to the incurrence by any of the Designated Partnerships of any Debt, a certificate of a Financial Officer setting forth (i) the name of the Designated Partnership incurring that Debt, (ii) the amount of that Debt, (iii) a description of any security for that Debt, (iv) a statement certifying that the managing general partner, managing member or manager, as applicable, of such Designated Partnership will be the holder of that Debt, and (v) a statement certifying that, after giving effect to the incurrence of such Debt, the aggregate amount of outstanding Debt incurred or suffered to exist at such time by all Designated Partnerships will be less than or equal

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to $2,000,000; provided that, for purposes of this clause (m) only, accounts payable incurred in the ordinary course of business (except to the extent due and payable and remains unpaid when due or within any originally applicable grace period (not exceeding 60 days)) shall not be considered Debt.

(n) Notice of Amendments to Designated Partnership Organizational Documents. Subject to Section 9.23(b), in the event that any Designated Partnership intends to amend or otherwise modify its organizational documents in a manner that could reasonably be expected to be materially adverse to the Administrative Agent or the Lenders, then the Borrower shall deliver to the Administrative Agent reasonable prior written notice of (and a final, unexecuted copy of) such amendment or other modification and any other details thereof reasonably requested by the Administrative Agent.

(o) Annual Budget. As soon as available and in any event no later than 10 days prior to the commencement of any fiscal year, an annual budget, in substantially the same form as agreed between the Borrower and the Administrative Agent on the Effective Date (with respect to each such fiscal year, the “Budget”), which Budget shall be certified by a Financial Officer of the Borrower as having been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and at the time such Budget is furnished to the Administrative Agent.

(p) Affiliate Transactions. Within three Business Days after the end of each month, a certificate of a Responsible Officer of the Borrower setting forth a schedule describing in reasonable detail all Affiliate Transactions entered into during such month, which schedule shall, among other things, identify the relevant Affiliates and include aggregate consideration in respect of each Affiliate Transaction.

(q) Broker-Dealer Subsidiary Information. The following with respect to each Broker-Dealer Subsidiary: (i) within five (5) days of filing, each FINRA Focus Report filed by such Broker-Dealer Subsidiary, such report to include the calculation of Net Capital (as defined in the Net Capital Rule) as of such date; (ii) within three (3) days of receipt thereof, a copy of any financial report performed or required to be performed by any Designated Examining Authority of such Broker-Dealer Subsidiary and permitted to be disclosed under applicable Law; (iii) within 90 days after the last day of each fiscal year of such Broker-Dealer Subsidiary, a copy of the audited financial statements of such Broker-Dealer Subsidiary prepared by such Broker-Dealer Subsidiary’s accountants to comply with regulatory requirements applicable to such Broker-Dealer Subsidiary; and (iv) promptly, and in any event within two days of giving the same, copies of any notices from a Governmental Authority or FINRA regarding the violation by such Broker-Dealer Subsidiary of the Net Capital Rule (including, without limitation, any violation of the Early Warning Threshold).

(r) SEC Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by the Borrower, copies of each notice or other correspondence received from the SEC concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower.

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(s) Notice of Change in Partnership Status. Prompt written notice, and in any event within five Business Days after the Borrower obtains knowledge thereof, of any Designated Partnership no longer meeting the requirements set forth in the definition of “Designated Partnership”.

(t) G&A Allocation Methodology. Promptly (and, in any event, no later than three Business Days) after the approval of the methodology by which ATLS or Titan Management, as applicable, allocates its and its Affiliates’ or Interested Parties’ (including, without limitation, AGP) general and administrative costs (including corporate overhead) to the Borrower or any changes thereto by the Parent’s conflicts committee pursuant to the Parent LLC Agreement, a certificate from a Financial Officer of the Borrower setting forth such methodology (or such updated methodology, as the case may be) and certifying that such methodology does not and will not adversely affect the ability of the Parent, the Borrower or any Subsidiary to fulfill its obligations under the Loan Documents.

(u) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent, the Borrower or any Restricted Subsidiary (including, without limitation, financial statements of any Subsidiaries of the Borrower, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA and such information about any Designated Partnership), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.

Section 8.02 Notices of Material Events. The Parent and the Borrower will furnish to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Borrower, the Parent or any Restricted Subsidiary thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in liability in excess of $5,000,000;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent, the Borrower and the Restricted Subsidiaries in an amount exceeding $2,000,000; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect or an adjustment to the Borrowing Base pursuant to Section 2.07(f) or Section 8.12(d).

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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Section 8.03 Existence; Conduct of Business. Each of the Parent and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which the nature of the business conducted by it requires such qualification, except where the failure to do any of the foregoing could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10.

Section 8.04 Payment of Obligations. Each of the Parent and the Borrower will, and will cause each Restricted Subsidiary to, pay its obligations (other than obligations in respect of Debt or Swap Agreements, as to which Section 10.01(f) shall apply), including tax liabilities of the Borrower and all of the Restricted Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Parent, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Parent, the Borrower or any Restricted Subsidiary in excess of $5,000,000 in the aggregate.

Section 8.05 Operation and Maintenance of Properties. Each of the Parent and the Borrower, at its own expense, will, and will cause each other Restricted Subsidiary to:

(a) in all material respects, operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Laws, including, without limitation, applicable pro rata requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom;

(b) keep and maintain in all material respects all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities, except to the extent a portion of such Property is no longer capable of producing Hydrocarbons in economically reasonable amounts; provided that the foregoing shall not prohibit any sale of any assets permitted by Section 9.11;

(c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, in all material respects, all delay rentals, royalties, and expenses accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder;

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(d) promptly perform or make reasonable and customary efforts to cause to be performed in all material respects, in accordance with industry standards for companies of similar type and size, the obligations required by each and all of the assignments, deeds, leases, subleases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties; and

(e) to the extent the Borrower or any Guarantor is not the operator of any Property, use commercially reasonable efforts to cause the operator to comply with this Section 8.05.

Section 8.06 Insurance. The Parent and the Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The Parent and the Borrower will cause each Designated Partnership to maintain all appropriate insurance policies to the extent contemplated or required under the limited partnership agreement (or similar governing document) of such Designated Partnership. With respect to insurance policies of the Parent, the Borrower and the Restricted Subsidiaries, the loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and/or “loss payee,” as applicable, and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

Section 8.07 Books and Records; Inspection Rights. The Parent and the Borrower will, and will cause each Restricted Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Parent and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties (accompanied by a representative of the Borrower), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Parent and the Borrower shall be given the opportunity to participate in such discussions), all at such reasonable times during normal business hours and as often as reasonably requested.

Section 8.08 Compliance with Laws. The Parent and the Borrower will, and will cause each Restricted Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property (including, without limitation, all applicable rules and regulations of the SEC, FINRA and any equivalent foreign self-regulatory body, including such rules and regulations dealing with the maintenance of minimum Net Capital under the Net Capital Rule), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 8.09 Environmental Matters.

(a) Each of the Parent and the Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Restricted Subsidiary and each Restricted

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Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Restricted Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or the Restricted Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of the Restricted Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Restricted Subsidiary to timely obtain or file, all environmental permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or the Restricted Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Restricted Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or the Restricted Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause the Restricted Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation that could reasonably be expected to have a Material Adverse Effect; and (vi) establish and implement, and shall cause each Restricted Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and the Restricted Subsidiaries obligations under this Section 8.09 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

(b) The Parent and the Borrower will promptly, but in no event later than five (5) Business Days after the occurrence of a triggering event, notify the Administrative Agent and the Lenders in writing of any action, investigation or inquiry by any Governmental Authority or any demand or lawsuit by any Person against the Parent, the Borrower or the Restricted Subsidiaries or their Properties of which the Parent or the Borrower has knowledge in connection with any Environmental Laws if the Parent or the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) of greater than $5,000,000 in excess of the amount covered by insurance.

(c) The Parent and the Borrower will, and will cause each Restricted Subsidiary to, provide environmental assessments, audits and tests in accordance with the most current version of the American Society of Testing Materials standards upon request by the Administrative Agent and the Lenders and no more than once per year in the absence of any Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties.

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Section 8.10 Further Assurances.

(a) Each of the Parent and the Borrower at its expense will, and will cause each Restricted Subsidiary to, promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Restricted Subsidiary, as the case may be, in the Loan Documents, including the Notes, if any, or to further evidence and more fully describe the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.

(b) Each of the Parent and the Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of any Loan Party where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.11 Reserve Reports.

(a) On or before April 1 and October 1 of each year, commencing October 1, 2016, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report. The Reserve Report to be delivered on or before April 1 of each year shall be prepared as of December 31 of the prior year. The Reserve Report to be delivered on or before October 1 of each year shall be prepared as of June 30 of that year. The Reserve Report prepared as of December 31 of each year shall be prepared by one or more Approved Petroleum Engineers. All other Reserve Reports shall be prepared by or under the supervision of the chief engineer of the Borrower and substantially in accordance with the procedures used in the preceding Reserve Report prepared as of December 31. Each Reserve Report prepared by or under the supervision of the chief engineer of the Borrower shall be certified by the chief engineer to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report prepared as of December 31. Each Reserve Report shall identify (i) which of the Oil and Gas Properties included in such Reserve Report are Designated Partnership Properties, (ii) which Designated Partnership beneficially owns (whether in fee or by leasehold) each such Designated Partnership Property and (iii) which Loan Party owns (whether in fee or by leasehold) each Oil and Gas Property included in such Reserve Report (other than Designated Partnership Properties) and no Reserve Report shall evaluate any Oil and Gas Property other than those directly owned (whether in fee or by leasehold) by a Loan Party or by a Designated Partnership.

(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision

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of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and to have been prepared substantially in accordance with the procedures used in the immediately preceding Reserve Report dated as of December 31. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report as soon as reasonably practicable with an “as of” date as may be reasonably requested by the Administrative Agent, but in any event no later than 45 days following the Borrower’s receipt of such request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate substantially in the form of Exhibit G from a Responsible Officer certifying that in all material respects, to the best of such Responsible Officer’s knowledge: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, except that, with respect to the projections in the Reserve Report, such Responsible Officer only represents that such projections were prepared in accordance with SEC regulations, (ii) the representations and warranties contained in Section 7.17(a) and Section 7.17(b) remain true and correct as of the date of such certificate, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $2,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons, (iv) none of the Oil and Gas Properties of the Borrower, the Guarantors or the Designated Partnerships have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all of the Oil and Gas Properties so sold in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 had such agreement been in effect on the date hereof and (vi) attached to the certificate is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the value of all Oil and Gas Properties evaluated in such Reserve Report (other than Designated Partnership Properties) as of the date of the certificate that the value of such Mortgaged Properties represent.

Section 8.12 Title Information.

(a) The Borrower shall, at all times during the term of this Agreement, make available for review by the Administrative Agent and the Lenders at the chief executive office of the Borrower (or such other location as the Borrower may reasonably select) during normal business hours upon reasonable advance notice to the Borrower, title information reasonably requested by the Administrative Agent covering the Oil and Gas Properties evaluated in the most recently delivered Reserve Report.

(b) In connection with the delivery of each Reserve Report required by Section 8.11(a), the Borrower shall take all commercially reasonable efforts to ensure that the Administrative Agent shall have received or have been provided reasonable access to, on or prior

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to the date such Reserve Report is required to be delivered pursuant to Section 8.11(a), title information (reasonably satisfactory to the Administrative Agent) as the Administrative Agent may reasonably require with respect to any Oil and Gas Properties evaluated in such Reserve Report so that the Administrative Agent shall have received, together with title information previously reviewed by the Administrative Agent, the Minimum Title Information.

(c) If the Borrower has provided or made reasonably available title information for Properties under Section 8.12(a) or Section 8.12(b), the Borrower shall, within 60 days (or such later date as agreed to by the Administrative Agent in its sole discretion) of notice from the Administrative Agent that the Administrative Agent has reasonably determined that title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) exist with respect to such Properties, either (i) cure any such title defects, exceptions or omissions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute Mortgaged Properties with no title defects, exceptions or omissions except for Immaterial Title Deficiencies and Excepted Liens (subject to the provisos at the end of such definition) having at least an equivalent value as determined in the most recent Reserve Report, or (iii) deliver title information in form and substance reasonably satisfactory to the Administrative Agent with respect to other Oil and Gas Properties so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report (and other Oil and Gas Properties submitted as Mortgaged Properties under the foregoing clause (ii)) free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies).

(d) If the Borrower is unable to take such corrective action as set forth in clause (c) above with respect to any title defect, exception or omission (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) reasonably identified by the Administrative Agent or the Lenders within the 60-day period (or such later date as agreed to by the Administrative Agent in its sole discretion) or the Borrower does not timely provide or make reasonably available the Minimum Title Information, such failure shall not be a Default, but instead the Administrative Agent and/or the Super Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Super Majority Lenders are not reasonably satisfied that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, the Minimum Title Information with respect to Oil and Gas Properties evaluated in the most recently delivered Reserve Report free from such title defects, exceptions or omissions (other than Excepted Liens (subject to the provisos at the end of such definition) and Immaterial Title Deficiencies) after the 60-day period (or such later date as agreed to by the Administrative Agent in its sole discretion) has elapsed, the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be automatically reduced to take into account such title deficiencies, exceptions or omissions, effective immediately, by an amount as determined by the Super Majority Lenders in good faith based upon such criteria as the Super Majority Lenders deem appropriate in their sole discretion and consistent with their normal oil and gas lending criteria as they exist at the time of

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determination (it being understood that such reduction to the Borrowing Base shall apply to the Non-Conforming Borrowing Base first). Notwithstanding anything to the contrary contained herein, the failure of any Designated Partnership to hold record title to any Designated Partnership Property shall not be deemed to be a title defect, exception or omission with respect to such Designated Partnership Property for the purposes of this Section 8.12 so long as (i) such Designated Partnership holds beneficial title to such Designated Partnership Property and (ii) a Loan Party holds record title to such Designated Partnership Property.

Section 8.13 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report prepared in connection with such redetermination pursuant to Section 8.11 and the Oil and Gas Properties subject to a Mortgage as of the date of such Reserve Report. If the aggregate value of the Oil and Gas Properties subject to a Mortgage is less than the Required Mortgage Value, then the Borrower shall, and shall cause the Restricted Subsidiaries to, grant within 30 days of the delivery of the certificate referred to in Section 8.11(c) to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties to the extent necessary to cause the aggregate value of the Oil and Gas Properties subject to a Mortgage to equal or exceed the Required Mortgage Value. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent.

(b) The Borrower shall promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) cause each Restricted Subsidiary (other than any Broker-Dealer Subsidiary) formed or acquired after the Effective Date to guarantee the Indebtedness pursuant to the Guaranty Agreement. In connection with any such guaranty, the Borrower shall (i) cause such Restricted Subsidiary (other than any Broker-Dealer Subsidiary) to (A) execute and deliver a Joinder Agreement pursuant to which such Restricted Subsidiary becomes a party to the Guaranty Agreement and becomes a Guarantor, and (B) execute and deliver a Joinder Agreement pursuant to which such Restricted Subsidiary becomes a party to the Security Agreement and grants a first-priority security interest in substantially all of its personal Property, and (ii) execute and deliver (or, if the direct parent of such Restricted Subsidiary is not the Borrower, cause such Restricted Subsidiary’s direct parent to execute and deliver) a Security Agreement Supplement pursuant to which the applicable Loan Party will grant a first-priority security interest in all of the Equity Interests in such Restricted Subsidiary (and will, without limitation, deliver original certificates (if any) evidencing the Equity Interests of such Restricted Subsidiary, together with undated stock powers (or the equivalent for any such Restricted Subsidiary that is not a corporation) for each certificate duly executed in blank by the registered owner thereof).

(c) In the event that the Parent, the Borrower or any Restricted Subsidiary becomes a partner or member in a Designated Partnership or acquires additional interests in a Designated Partnership, the Parent or the Borrower shall, or shall cause such Restricted Subsidiary to, promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) grant a first-priority security interest in all the Equity Interests owned by such Person in such Designated Partnership.

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(d) In the event that the Parent, the Borrower or any other Guarantor acquires any material Property (other than any Oil and Gas Property and any Property in which a security interest is created under the Security Agreement) after the Effective Date, the Parent or the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver any Security Instruments reasonably required by the Administrative Agent in order to create a first-priority security interest and Lien in such Property.

(e) In the event that the Parent, the Borrower or any other Guarantor makes any loans to any Designated Partnership, the Parent or the Borrower shall, or shall cause such other Guarantor to, promptly (and, in any event, within 10 days) collaterally assign such Loan Party’s interests in such loans to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness on the terms and conditions set forth in the Security Agreement.

(f) In the event that the Parent, the Borrower or any other Guarantor withdraws its ownership interest in a Participating Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnership at the direction of the Majority Lenders pursuant to Section 10.02(a), the Parent or the Borrower shall, or shall cause such other Guarantor to, substantially contemporaneously with such withdrawal, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on such Oil and Gas Properties. All such Liens will be created and perfected by and in accordance with the provisions of Mortgages or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent.

(g) The Parent and the Borrower agrees that it will not, and will not permit any other Guarantor to, xxxxx x Xxxx on any Property to secure the Permitted Second Lien Debt without contemporaneously granting to the Administrative Agent, as security for the Indebtedness, a first priority, perfected Lien (provided that Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on the same Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Administrative Agent.

(h) The Parent and the Borrower will cause any Subsidiary guaranteeing Permitted Second Lien Debt or any Senior Notes that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor hereunder by executing and delivering a Joinder Agreement.

(i) In furtherance of the foregoing in this Section 8.13, each Loan Party (including any newly created or acquired Restricted Subsidiary) shall promptly (and, in any event, within 10 days (or such later date as agreed to by the Administrative Agent in its sole discretion)) execute and deliver (or otherwise provide, as applicable) to the Administrative Agent such other additional Security Instruments, documents, certificates, legal opinions, title insurance

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policies, surveys, abstracts, appraisals, environmental assessments, flood information and/or flood insurance policies, in each case, as may be reasonably requested by the Administrative Agent and as reasonably satisfactory to the Administrative Agent.

(j) In the event that the Parent or the Borrower makes any loans or advances to any Restricted Subsidiary, or any Restricted Subsidiary makes any loans or advances to the Parent, the Borrower or any other Restricted Subsidiary, the Parent or the Borrower, as the case may be, shall, and shall cause each such Restricted Subsidiary, to (i) make such loans in the form of the Intercompany Note and (ii) collaterally assign the Parent’s, the Borrower’s or the applicable Restricted Subsidiary’s interests in such Intercompany Note to the Administrative Agent for the benefit of the Lenders to secure the Indebtedness as provided in the Security Agreement.

Section 8.14 ERISA Compliance. Each of the Parent and the Borrower will promptly furnish and will cause the Restricted Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (b) promptly upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Restricted Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Restricted Subsidiaries or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (c) promptly upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), each of the Parent and the Borrower will, and will cause each Restricted Subsidiary and ERISA Affiliate to, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

Section 8.15 Use of Proceeds. The Borrower shall use the proceeds of the Loans only (i) for working capital and general corporate purposes of the Borrower and the Guarantors and (ii) to refinance certain Debt in accordance with the Plan of Reorganization. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that would violate any of the regulations of the Board, including Regulations T, U and X.

Section 8.16 Swap Agreements for MGP Volumes. If, at any time, including, without limitation, pursuant to Section 10.02(a), (a) the Master General Partner withdraws any of its ownership interest in a Participating Partnership in the form of a working interest in such

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Participating Partnership’s Oil and Gas Properties and (b) such Participating Partnership has entered into any Swap Agreements that are secured by assets of such Participating Partnership pursuant to the Designated Partnership Hedge Facility with respect to any production from such Oil and Gas Properties, then substantially contemporaneously with any such withdrawal, the Borrower shall cause the Master General Partner to enter into any novation, amendment or other agreement to reflect that any obligations arising under any Swap Agreement in respect of the notional volumes of the production of such Oil and Gas Properties attributable to the working interests so withdrawn (such volumes, the “MGP Volumes”) are no longer secured pursuant to the Designated Partnership Hedge Facility. Upon execution of such novation, amendment or other agreement, any such Swap Agreement in respect of the MGP Volumes shall be deemed to be a Secured Swap Agreement hereunder.

Section 8.17 Swap Agreements.

(a) On or before December 31, 2017, the Borrower shall, or shall cause any Subsidiary Guarantor to, enter into Swap Agreements on terms consistent with Section 9.17(a) to hedge a notional volume of not less than, in the aggregate, 80% of the reasonably anticipated projected natural gas and crude oil production, calculated separately, from the Loan Parties’ Oil and Gas Properties constituting Proved Developed Producing Reserves for each calendar month during 2019 (as such anticipated production is set forth in the most recently delivered Reserve Report hereunder at the time the last such Swap Agreement necessary to achieve compliance with this Section 8.17(a) was entered into); provided that such Reserve Report and the pricing and other terms and conditions of such Swap Agreements shall be reasonably acceptable to the Administrative Agent.

(b) Swap Agreements referenced in clause (a) and Section 6.01(w) above entered into with Lenders or Affiliates of Lenders shall be deemed to be Secured Swap Agreements hereunder.

Section 8.18 Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness of each Guarantor and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor in order for such Guarantor to honor its obligations under the Guaranty Agreement, including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid in full to the Lenders and the Administrative Agent, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 8.19 Tax Status. The Borrower and each of the Subsidiaries (other than Anthem Securities, Inc.) will remain disregarded entities within the meaning of United States Treasury Regulation section 301.7701-3. The Parent will remain a corporation for United States federal income tax purposes.

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Section 8.20 Notice of Tax Audits. The Borrower and the Parent will notify the Administrative Agent of, and keep the Administrative Agent informed of, all material tax administrative and judicial proceedings and shall furnish a copy of each related notice or other communication received by the Borrower or the Parent from the IRS to the Administrative Agent.

Section 8.21 Asset Sales Strategy. The Borrower shall, and shall cause each Restricted Subsidiary to, use commercially reasonable efforts to execute the asset sales and partnership liquidation strategy as presented in the Initial Budget; provided, however, that the Borrower shall not be required to take any action which the Board of Directors of the Borrower reasonably deems (based upon reasonable advice of counsel) would constitute a breach of such Board of Directors’ fiduciary duties.

ARTICLE IX

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees due and payable hereunder have been paid in full, either all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed or the Borrower or any Guarantor has granted to the issuer of each outstanding Letter of Credit a first priority perfected security interest in cash collateral (on terms and conditions reasonably acceptable to the applicable Issuing Bank) equal to 105% of the LC Exposure relating to such Letter(s) of Credit, and all other amounts due and payable under the Loan Documents (other than contingent obligations for which no claim has been made) have been paid in full, each of the Parent and the Borrower covenants and agrees with the Lenders that:

Section 9.01 Financial Covenants.

(a) Ratio of Total Debt to EBITDA. Each of the Parent and the Borrower will not permit, as of the last day of any Rolling Period commencing with the Rolling Period ending December 31, 2016, the ratio of Total Debt as of such day to EBITDA (or, in the case of the Rolling Periods ending on or before June 30, 2017, Annualized EBITDA) for the Rolling Period ending on such day to be greater than 5.00 to 1.00.

(b) Current Ratio. Each of the Parent and the Borrower will not permit, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31, 2016, the ratio of (i) current assets of the Parent, the Borrower and the Restricted Subsidiaries determined in accordance with Section 1.05 (including the unused amount of the total Commitments of Lenders (but only to the extent that no Event of Default then exists), and excluding non-cash assets under ASC Topic 815) to (ii) current liabilities of the Parent, the Borrower and the Restricted Subsidiaries determined in accordance with Section 1.05 (excluding non-cash obligations under ASC Topic 815, current maturities of Loans and other long-term

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Debt and those portions of advance payments received by the Parent, the Borrower or any of the Restricted Subsidiaries for drilling and completion of oil and gas xxxxx that exceed the cost to the Parent, the Borrower or any Restricted Subsidiary and are classified as current liabilities) to be less than 1.00 to 1.00.

(c) First Lien Leverage Ratio. Each of the Parent and the Borrower will not permit, as of the last day of any Rolling Period commencing with the Rolling Period ending December 31, 2016, the ratio of the total First Lien Debt as of such day to EBITDA (or, in the case of the Rolling Periods ending on or before June 30, 2017, Annualized EBITDA) (the “First Lien Leverage Ratio”) for the Rolling Period ending on such day to be greater than 3.50 to 1.00.

(d) Interest Coverage Ratio. Each of the Parent and the Borrower will not permit, as of the last day of any Rolling Period commencing with the Rolling Period ending December 31, 2016, the ratio of EBITDA (or, in the case of the Rolling Periods ending on or before June 30, 2017, Annualized EBITDA) for the Rolling Period ending on such day to Interest Expense (or, in the case of the Rolling Periods ending on or before June 30, 2017, Annualized Interest Expense) for the Rolling Period ending on such day to be less than 2.50 to 1.00.

(e) Capital Expenditures. Each of the Parent and the Borrower shall not, and shall cause each Restricted Subsidiary not to, make any Capital Expenditures in respect of drilling and completion or any directly related infrastructure, without the prior written approval of the Administrative Agent other than (i) Capital Expenditures made by the Borrower to or on behalf of Designated Partnerships permitted hereunder, (ii) acquisition of all or substantially all of the assets of a Person or the Equity Interests of a Person to the extent permitted by Section 9.05, (iii) Capital Expenditures in an aggregate amount not exceeding $60,000,000 per fiscal year, and (iv) additional Capital Expenditures so long as the First Lien Leverage Ratio (calculated on an annualized basis consistent with Section 9.01(c) for any Rolling Period ending on or before June 30, 2017) for the period of four consecutive fiscal quarters of the Borrower (taken as one accounting period) ended on the last day of the fiscal quarter of the Borrower during which such Capital Expenditures are made, after giving pro forma effect to such Capital Expenditures, does not exceed 3.00 to 1.00.

Section 9.02 Debt. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a) the Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents;

(b) Debt of the Borrower and the Subsidiary Guarantors existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing);

(c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the

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ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;

(d) the Borrower and the Restricted Subsidiaries may incur Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding;

(e) the Borrower and the Restricted Subsidiaries may incur Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business;

(f) unsecured intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Subsidiary Guarantor except pursuant to the Loan Documents, and provided further that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement and represented by the Intercompany Note;

(g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Parent, the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds;

(h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default;

(i) unsecured Debt incurred to fully refinance the Permitted Second Lien Debt in the form of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) and (C) no Borrowing Base Deficiency exists, (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 180 days after the Maturity Date, (iii) such Debt does not contain voluntary prepayments or mandatory redemption events that require redemption of such Debt prior to 180 days after the Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales and casualty events to the extent such provisions are substantially identical to the equivalent provisions in the Second Lien Credit Agreement as in effect on the Effective Date and change of control (provided that “change of control” (or the equivalent term) shall be defined in a manner customary for unsecured senior notes issued by similarly-situated companies) and, in each case solely to the extent permitted pursuant to Section 9.04(b), (iv) such Debt does not prohibit repayment of Loans, (v) other than as set forth in this Section 9.02(i), the material terms of such Debt are not less favorable to the Borrower on an individual basis than the equivalent terms of the Permitted Second Lien Debt Documents and all the terms of such Debt are not materially less favorable to the Borrower, taken as a whole, than

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the terms of the Permitted Second Lien Debt Documents, (vi) the principal amount of such Debt shall not exceed (1) the outstanding principal amount of the Permitted Second Lien Debt so refinanced plus (2) accrued and unpaid interest on the Permitted Second Lien Debt plus (3) costs, fees, premiums and expenses (including upfront fees or OID) in an amount not to exceed 2.75% of the outstanding principal amount of the Permitted Second Lien Debt plus (4) an additional amount equal to 33¹⁄₃% of the sum of the amounts in the foregoing clauses (1), (2) and (3), up to $75,000,000 of which amount shall be used to satisfy the requirements of Section 2.07(i) and the remainder, if any, shall be used to repay the Loans, (vii) the interest rate on such Debt shall not exceed 13.5% per annum and (viii) the Lenders (as defined in the Second Lien Credit Agreement) and their Affiliates shall not hold in the aggregate more than 25% of the principal amount of such Debt;

(j) [reserved];

(k) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted to be incurred by the Parent, the Borrower or such Restricted Subsidiary under Section 9.05;

(l) the Borrower and the Subsidiary Guarantors may incur unsecured Debt (including acquired debt) after the date of this Agreement not to exceed $5,000,000 in the aggregate at any time outstanding, provided that (i) such unsecured Debt has a maturity date not sooner than 180 days after the Maturity Date, (ii) such unsecured Debt does not have amortization or other regularly scheduled payments and (iii) the Borrower is in pro forma compliance with the covenants contained in Section 9.01; and

(m) Permitted Second Lien Debt incurred by the Borrower and guarantee obligations of any Guarantor in respect thereof; provided that the Permitted Second Lien Debt and any guarantees in respect thereof are subject to the Junior Lien Intercreditor Agreement.

Section 9.03 Liens. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Indebtedness;

(b) Excepted Liens and Immaterial Title Deficiencies;

(c) the Borrower and the Restricted Subsidiaries may incur Liens securing Capital Leases and Purchase Money Debt permitted by Section 9.02(d) but only on the Property that is the subject of such Capital Lease or Purchase Money Debt and on other Property reasonably related thereto;

(d) the Borrower and the Subsidiary Guarantors may incur Liens in existence on the date hereof listed on Schedule 9.03, securing Debt permitted by Section 9.02(b) or other obligations (not constituting Debt) of the Borrower and the Subsidiary Guarantors, provided that (i) no such Lien is spread to cover any additional property after the Effective Date (other than after acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien (without any modification thereof after the Effective Date)) and (ii) to the extent such Liens secure Debt, the amount of Debt secured thereby is not increased except (A) as permitted by Section 9.02(b) and (B) pursuant to the instrument creating such Lien (without any modification thereof after the Effective Date);

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(e) [reserved];

(f) the Borrower and the Subsidiary Guarantors may incur Liens on Property (and proceeds thereof) securing the Borrower’s or any Restricted Subsidiary’s obligations in respect of bankers’ acceptances issued or created for the account of the Borrower or such Restricted Subsidiary, as applicable, to facilitate the purchase, shipment or storage of Property; provided that the aggregate amount of obligations secured by Liens permitted under this Section 9.03(f) shall not exceed $1,000,000 at any time outstanding;

(g) Liens on Property securing Permitted Second Lien Debt, but only to the extent that the Administrative Agent holds first priority (subject to Liens permitted under this Section 9.03 (other than Liens permitted under this clause (g)) Liens on such Property and such Liens are subject to the Junior Lien Intercreditor Agreement; and

(h) the Borrower and the Guarantors may incur other Liens (other than Liens securing Debt for borrowed money) not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(h) shall not exceed $1,000,000 at any time outstanding and provided further that such Liens shall not remain in place for a period longer than one fiscal quarter.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 9.03 (other than Liens securing the Indebtedness, Excepted Liens, Immaterial Title Deficiencies and Liens permitted under Section 9.03(g)) may at any time attach to any Oil and Gas Properties directly owned (whether in fee or by leasehold) by the Borrower or any Restricted Subsidiary and evaluated in the most recently delivered Reserve Report.

Section 9.04 Restricted Payments; Redemption of Debt and Equity; Amendments to Certain Debt Documents; Interest Payments on Certain Debt.

(a) Each of the Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as follows:

(i) the Parent, the Borrower and the Subsidiary Guarantors may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock);

(ii) the Borrower may make Restricted Payments to the Parent to the extent required to permit it to satisfy its obligations under the Omnibus Agreement, subject to compliance with the terms of Section 9.13;

(iii) the Parent and Borrower may make payments to Atlas Energy Group, LLC, pursuant to that certain Tax Matters Agreement by and among Parent, Borrower, Atlas Energy Group, LLC and the other parties thereto, dated as of September 1, 2016 (the “Tax Matters Agreement”);

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(iv) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor;

(v) the Borrower may make distributions to the Parent equal to the applicable Tax Distribution Amount provided that, to the extent the cumulative amount distributed by the Borrower to the Parent pursuant to this Section 9.04(a)(v) for any taxable year is greater than the amount that should have been distributed for such year, the amount of any Restricted Payment otherwise permitted under this Section 9.04 in the succeeding taxable year (or, if necessary, any subsequent taxable years) shall be reduced by the amount of such excess (which excess shall be deemed to be reduced by the amount of any distributions returned by the Parent to the Borrower);

(vi) the Borrower and the Subsidiary Guarantors may make Restricted Payments constituting purchases by the Borrower or any Subsidiary Guarantor of any other Subsidiary Guarantor’s capital stock pursuant to a transaction expressly permitted by Section 9.05; and

(vii) any Loan Party may make Restricted Payments to pay the Series A Call Price (as defined in the Parent LLC Agreement) in connection with the Preferred Share Call Right so long as (A) no Borrowing Base Deficiency exists, (B) no Default or Event of Default has occurred and is continuing, or would exist immediately after giving effect to any such payment, (C) at the time of and immediately after giving effect to any such payment, the Borrowing Base Utilization Percentage is less than 90% and (D) the Non-Conforming Period has ended.

(b) Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is 180 days after the Maturity Date: (i) call, make or offer to make any optional, voluntary, mandatory or other Redemption of or otherwise optionally, voluntarily, mandatorily or otherwise Redeem (whether in whole or in part), or pay any expenses, fees or premiums (including the Prepayment Premium (as defined in the Second Lien Credit Agreement or any premium in any Senior Notes) in cash (other than Permitted Second Lien Expenses) in connection with, any Permitted Second Lien Debt or any Senior Notes, provided that the Borrower may (x) Redeem such Permitted Second Lien Debt with Equity Interests (other than Disqualified Capital Stock) or the net cash proceeds of any sale of Equity Interests of the Parent (other than Disqualified Capital Stock), (y) mandatorily Redeem such Permitted Second Lien Debt or any Senior Notes or (z) pay such expenses, fees or premiums in cash, in each case so long as (A) no Borrowing Base Deficiency exists or would exist immediately after giving effect to any such Redemption, (B) no Default or Event of Default has occurred and is continuing, or would exist immediately after giving effect to any such Redemption, (C) solely in the case of mandatory prepayments required pursuant to Section 3.04(c)(i) of the Second Lien Credit Agreement or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes (so long as such provision is substantially identical to Section 3.04(c)(i) of the Second Lien Credit Agreement), the amount of the Accumulated Permanent Borrowing Base Reductions equals 5% of the amount of the Conforming Borrowing Base as in effect on the Effective Date (such amount being $20,500,000), (D) at the time of and immediately after giving effect to any such Redemption, the Borrowing Base Utilization Percentage is less than 90%, (E) the Non-Conforming Period has ended and (F) no proceeds of Loans shall be used in connection with such Redemption, (ii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Permitted Second Lien Debt Documents if such amendments or other modifications are prohibited under the Junior Lien Intercreditor Agreement (other than in connection with a refinancing thereof permitted under the Junior Lien Intercreditor Agreement) or (iii) amend, modify, waive or otherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Senior Notes or any indenture, agreement, instrument, certificate or other document relating to such Senior Notes permitted hereunder other than (x) supplemental indentures to add guarantors if such Person has become a Guarantor of the Indebtedness and (y) amendments or other modifications that (1) do not violate the terms of this Agreement or any other Loan Document, (2) could not reasonably be expected to be adverse to the rights, interests, or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents, and (3) could not reasonably be expected to have a Material Adverse Effect.

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(c) Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, make any payments of cash interest (including default interest) in excess of 2% per annum in respect of the Permitted Second Lien Debt (i) prior to the date that is the nine-month anniversary of the Effective Date and (ii) on and after the date that is the nine-month anniversary of the Effective Date to the date that is the second anniversary of the Effective Date, if (x) the Non-Conforming Period is in effect, (y) the First Lien Leverage Ratio is greater than 3.25 to 1.00 or (z) any Borrowing Base Deficiency exists.

(d) Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, make any payments in respect of “phantom units” or “phantom shares” or any other similar rights.

(e) Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, without the prior written consent of the Administrative Agent, call, make or offer to make any optional voluntary, mandatory or other Redemption of or otherwise optionally, voluntarily, mandatorily or otherwise Redeem (whether in whole or in part), or make open market purchases of, or pay any fees or premiums in connection with, Equity Interests or Debt of the Parent, the Borrower or any Restricted Subsidiary (other than (i) in accordance with Section 9.04(b), (ii) so long as no Default or Event of Default has occurred and is continuing, Debt permitted pursuant to Section 9.02(f) and (iii) Redemption of Debt permitted hereunder other than Debt permitted under Section 9.02(i) or Section 9.04(b) on the maturity date of such Debt; provided that, the Borrower may Redeem Permitted Second Lien Debt with the net cash proceeds of the issuance of Senior Notes so long as such Redemption occurs substantially contemporaneously with the Borrower’s receipt of such proceeds).

Section 9.05 Investments, Loans and Advances. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) the Borrower and the Subsidiary Guarantors may make Investments reflected in the Financial Statements and which are disclosed to the Lenders on Schedule 9.05;

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(b) accounts receivable and extensions of trade credit of the Borrower and Subsidiary Guarantors arising in the ordinary course of business; provided that any such accounts receivable or extensions of trade credit to Affiliates of the Borrower (other than a Subsidiary Guarantor) shall not exceed $1,000,000 (or such greater amount as the Administrative Agent may agree to in its sole discretion) at any time outstanding;

(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year of the date of creation thereof;

(d) commercial paper maturing within one year from the date of creation thereof rated no lower than A-2 or P-2 by S&P or Xxxxx’x, respectively;

(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports), and has a short-term deposit rating of no lower than A-2 or P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;

(f) purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);

(g) Investments made after the Effective Date (i) by the Parent in the Borrower (ii) the Borrower in any Subsidiary Guarantor or (iii) by any Subsidiary Guarantor in another Subsidiary Guarantor;

(h) Investments by the Borrower and any Subsidiary Guarantor (including, without limitation, capital contributions) in any Designated Partnership; provided that such Investments shall consist solely of (i) land not subject to a Mortgage, (ii) Properties disposed of in accordance with Section 9.11(k), (iii) loans to such Designated Partnership, and/or (iv) other cash Investments, so long as the Non-Conforming Period has ended and, after giving effect to such cash Investment, (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) no Borrowing Base Deficiency exists at such time; provided, however, none of the Borrower or any of its Restricted Subsidiaries may contribute any general partnership interests of a Designated Partnership to another Designated Partnership pursuant to this clause (h);

(i) the Borrower and the Subsidiary Guarantors may make Investments existing or contemplated to be made and described on Schedule 9.05; provided, that the Borrower or such Subsidiary Guarantor shall, and shall cause the applicable Affiliate to, settle and discharge any liabilities arising under any Investment made in connection with transactions described in paragraphs 1 and 2 of Schedule 9.05 within a period not exceeding 20 days from the date on which such Investment is made;

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(j) [reserved];

(k) Investments in stock, obligations or securities received upon the enforcement of any Lien in favor of the Parent, the Borrower or any Restricted Subsidiary;

(l) to the extent constituting Investments, the working interest owned by the Borrower or a Subsidiary Guarantor resulting from the liquidation of assets of any Designated Partnership by the Borrower or such Subsidiary Guarantor;

(m) Investments constituting or made in lieu of a Restricted Payment expressly permitted by Section 9.04 (other than Section 9.04(a)(i),(v) or (vi)), provided that any such Investment shall reduce (without duplication), on a dollar-for-dollar basis, the amount available for such Restricted Payment in the relevant clause in Section 9.04;

(n) the Borrower and any Subsidiary Guarantor may make Investments in Swap Agreements relating to the business and finances of the Borrower or any Subsidiary Guarantor and not for purposes of speculation;

(o) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Restricted Subsidiary;

(p) the Borrower and any Subsidiary Guarantor may make Investments made from net proceeds from the sale of Equity Interests so long as (i) no Default or Event of Default has occurred and is continuing or would result from such Investment, (ii) no Borrowing Base Deficiency exists at such time, (iii) at the time of and immediately after giving effect to any such Investment, the Borrowing Base Utilization Percentage is less than 80% and (iv) the Non-Conforming Period has ended;

(q) Investments by the Borrower, any Subsidiary Guarantor or a Broker-Dealer Subsidiary in a Broker-Dealer Subsidiary with the intent of permitting such Broker-Dealer Subsidiary to comply with the requirements of Section 9.19(a); provided that the aggregate amount of all such Investments shall not exceed the amount by which is necessary to be invested to permit such Broker-Dealer Subsidiary to be in compliance with the requirements of Section 9.19(a); and

(r) so long as (i) the Non-Conforming Period has ended, (ii) no Default or Event of Default has occurred and is continuing or would result from such Investments and (iii) no Borrowing Base Deficiency exists at such time, other Investments made by Borrower and Subsidiary Guarantors not to exceed $2,000,000 in the aggregate outstanding at any time.

Section 9.06 Nature of Business; International Operations; Foreign Subsidiaries. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, allow any material change to be made in the character of its business as an independent oil and gas exploration, production and transportation company (or a holding company of the Borrower) and will conduct their business in a manner consistent with normal industry practices and market standards. From and after the date hereof, each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, (a) acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States or (b) form or acquire any Foreign Subsidiaries.

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Section 9.07 Proceeds of Loans. Each of the Parent and the Borrower will not permit the proceeds of the Loans to be used for any purpose other than those permitted by Section 8.15. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Exchange Act or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Borrower will not request any Borrowing or Letter of Credit, and each of the Parent and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws in any material respect, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 9.08 ERISA Compliance. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to:

(a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Parent, the Borrower, any Restricted Subsidiary or any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code if either of which would have a Material Adverse Effect;

(b) terminate, or permit any ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could reasonably be expected to result in any material liability of the Parent, the Borrower, a Restricted Subsidiary or any ERISA Affiliate to the PBGC;

(c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the Parent, the Borrower, a Restricted Subsidiary or any ERISA Affiliate is required to pay as contributions thereto if such failure could reasonably be expected to have a Material Adverse Effect;

(d) permit, or allow any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities under any Plan maintained by the Parent, the Borrower, a Restricted Subsidiary or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current value of the assets (computed on an ongoing basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by more than $5,000,000. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA;

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(e) contribute to or assume a material obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume a material obligation to contribute to, any Multiemployer Plan;

(f) acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to the Parent, the Borrower or a Restricted Subsidiary or with respect to any ERISA Affiliate of the Parent, the Borrower or a Restricted Subsidiary if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on an ongoing basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by any amount in excess of $5,000,000;

(g) incur, or permit any ERISA Affiliate to incur, a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA;

(h) contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability; and

(i) amend, or permit any ERISA Affiliate to amend, a Plan resulting in a material increase in current liability such that the Parent, the Borrower, a Restricted Subsidiary or any ERISA Affiliate is required to provide security to such Plan under section 401(a)(29) of the Code.

Section 9.09 Sale or Discount of Receivables. Except for receivables acquired or otherwise obtained by the Borrower or any Subsidiary Guarantor out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, discount or sell (with or without recourse) to any other Person that is not the Borrower or a Subsidiary Guarantor any of its notes receivable or accounts receivable.

Section 9.10 Mergers, Etc. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (any such transaction, a “consolidation”), or liquidate or dissolve; provided that:

(a) any Restricted Subsidiary (other than a Broker-Dealer Subsidiary) may participate in a consolidation with the Borrower (provided that the Borrower shall be the continuing or surviving Person);

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(b) any Restricted Subsidiary of the Borrower (other than a Broker-Dealer Subsidiary) may participate in a consolidation with any other Restricted Subsidiary (other than a Broker-Dealer Subsidiary) (provided that, if a party to such consolidation is (i) a Subsidiary Guarantor, then the survivor is either a Subsidiary Guarantor or becomes a Subsidiary Guarantor in accordance with Section 8.13(b)) and (ii) a Wholly-Owned Subsidiary, then the survivor shall be a Wholly-Owned Subsidiary;

(c) any Restricted Subsidiary (other than a Broker-Dealer Subsidiary) may dispose of any or all of its assets (i) to the Borrower or any other Subsidiary Guarantor or (ii) pursuant to a disposition permitted by Section 9.11; and

(d) any Investment to be made by the Borrower or any Subsidiary Guarantor expressly permitted by Section 9.05 or disposition by the Borrower or any Subsidiary Guarantor expressly permitted by Section 9.11 may be structured as a consolidation or liquidation (provided that, if any such consolidation involves the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor (as applicable) shall be the continuing or surviving Person).

Section 9.11 Sale of Properties; Termination of Swap Agreements. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property or to terminate any Swap Agreement in respect of commodities except for:

(a) the sale or other transfer of Hydrocarbons by the Borrower or any Restricted Subsidiary in the ordinary course of business and consistent with past practice;

(b) farm-outs of undeveloped acreage, zones or depths, and assignments in connection with such farm-outs by the Borrower or any Restricted Subsidiary;

(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of similar value and use;

(d) subject to Section 2.07(f), the Borrower or any Subsidiary Guarantor may sell or otherwise dispose of, or, with respect to Swap Agreements in respect of commodities, the termination or other monetization of, (i) any Oil and Gas Property (including production payments), (ii) any interest therein, (iii) 100% of the Equity Interests in any Restricted Subsidiary directly owning (whether in fee or by leasehold) Oil and Gas Properties, (iv) any Equity Interests in a Designated Partnership and (v) any Swap Agreement in respect of commodities; provided that, in each case, (A) the Borrower or such Subsidiary Guarantor shall receive consideration in cash in respect of such sale or other disposition in the amount of the greater of (x) 75% of the consideration received and (y) the Borrowing Base Value of the

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Property (as calculated by the Administrative Agent in good faith after consultation with the Borrower and in a manner consistent with normal industry practices) sold or disposed of (or, in the case of Swap Agreements, set-offs or netting) (provided that, notwithstanding the foregoing, for purposes of this clause (A), the Borrower and any Subsidiary Guarantor may sell or otherwise dispose of Oil and Gas Properties in any period between Redeterminations of the Borrowing Base with an aggregate Borrowing Base Value not to exceed $2,000,000 without regard to the consideration requirements contained in this clause (A) so long as the consideration for such sales or other dispositions is fair and reasonable as determined in good faith by the Borrower), (B) the consideration received in respect of such sale or other disposition shall be equal to or greater than the greater of (x) the value as determined in the most recent Reserve Report of the Oil and Gas Property or (y) the fair market value of the interest therein or Equity Interests which are the subject of such sale or other disposition or Swap Agreement which is the subject of such termination or other monetization as reasonably determined by the Borrower (if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying to that effect), (C) no Default or Event of Default has occurred and is continuing or would result from such sale, disposition or termination, as applicable, (D) if such sale, disposition or termination would reasonably be expected to result in an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower delivers reasonable prior written notice thereof to the Administrative Agent at least five (5) Business Days prior to such sale, disposition or termination, and (E) if a Borrowing Base Deficiency would result from such sale, disposition or termination as a result of an automatic redetermination of the Borrowing Base pursuant to Section 2.07(f), the Borrower prepays Borrowings, prior to or contemporaneously with the consummation of such sale, disposition or termination, to the extent that such prepayment would have been required under Section 3.04(c)(iii) after giving effect to such automatic redetermination of the Borrowing Base;

(e) dispositions permitted by Section 9.09 and Section 9.10;

(f) the sale, contribution or issuance of any Restricted Subsidiary’s Equity Interests to the Borrower or any Subsidiary Guarantor and the contribution of Property to the Borrower or any Subsidiary Guarantor;

(g) dispositions of Investments made pursuant to Section 9.05(c), Section 9.05(d), Section 9.05(e), Section 9.05(f), and Section 9.05(o);

(h) dispositions of Property by the Borrower or any Subsidiary Guarantor in connection with a sale-leaseback transaction as long as the Debt incurred in connection therewith is permitted by Section 9.02(d);

(i) the termination or other monetization by the Borrower or any Subsidiary Guarantor of Permitted Participating Partnership Swap Agreements as permitted by the Designated Partnership Hedge Facility;

(j) other sales and dispositions of Properties by the Borrower or any Subsidiary Guarantor (other than Oil and Gas Properties, Swap Agreements in respect of commodities, 100% of the Equity Interests in a Restricted Subsidiary directly owning (whether in fee or by leasehold) Oil and Gas Properties and Equity Interests in Designated Partnerships) having an aggregate fair market value not greater than $1,000,000 during any six-month period and not more than $5,000,000 prior to the Maturity Date; and

(k) the sale or other transfer of (i) any Properties set forth on Schedule 9.11 on terms and conditions acceptable to the Administrative Agent or (ii) subject to compliance with Section 8.13, any substitute or additional Properties acquired after the Effective Date (to the extent permitted by this Agreement) to a Designated Partnership; provided that the aggregate amount of total consideration paid by the Borrower or any Subsidiary Guarantor for such substitute or additional Properties that are sold or transferred pursuant to this clause (ii) shall not exceed an aggregate amount of $5,000,000 in any fiscal year without the prior written consent of the Majority Lenders.

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Section 9.12 Environmental Matters. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials, exposure to any Hazardous Materials, or to any Remedial Work under any applicable Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property if such violations, Release or threatened Release, exposure or Remedial Work could reasonably be expected to have a Material Adverse Effect.

Section 9.13 Transactions with Affiliates.

(a) Each of the Parent and Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service), contract, agreement or understanding with or for the benefit of any Affiliate or Interested Party of the Parent (an “Affiliate Transaction”) unless:

(i) the terms of such Affiliate Transaction are no less favorable to the Parent, the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or Interested Party or, if in the good faith judgment of the independent members of the Board of Directors of the Parent no comparable transaction with an unrelated Person would be available, such independent directors determine in good faith that such Affiliate Transaction is fair to the Parent, the Borrower or such Restricted Subsidiary from a financial point of view; provided, however, that any Affiliate Transaction or series of Affiliate Transactions (other than transactions (A) among the Parent, the Borrower, and the other Guarantors or (B) with Related Interested Parties of Permitted Holders to the extent the identities of such Related Interested Parties are unknown to any Loan Party) that involves consideration in excess of $2,000,000 individually or in the aggregate in any fiscal year shall require the consent of the Administrative Agent in its sole discretion; provided, further, however, notwithstanding anything to the contrary set forth in this Section 9.13(a), any change to the current methodology by which ATLS or any of its Subsidiaries allocates its and its Affiliates’ or Interested Parties’ (including, without limitation, AGP) general and administrative costs (including corporate overhead) to the Parent or the Borrower shall be permitted so long as (x) such change is approved by a majority of the Parent’s conflict committee and (y) the Borrower has delivered to the Administrative Agent and each Lender the certificate required pursuant to Section 8.01(t);

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(ii) the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Parent and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determine that such Affiliate Transaction satisfies the criteria in clause (i) above); and

(iii) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying that such Affiliate Transaction complies with this Section 9.13(a).

(b) Section 9.13(a) will not apply to:

(i) any Restricted Payment permitted to be made pursuant to Section 9.04(a) or any Investment made pursuant to Section 9.05(m) or any other Investment made pursuant to Section 9.05; provided that such other Investment shall be on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(ii) any issuance of Equity Interests (other than Disqualified Capital Stock), or other payments, awards or grants in Equity Interests (other than Disqualified Capital Stock) pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Equity Interests (other than Disqualified Capital Stock) of the Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees in the ordinary course of business;

(iii) any transaction between Loan Parties that is not prohibited under this Article IX;

(iv) any transaction with a Designated Partnership in the ordinary course of business and on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(v) the issuance or sale of any Equity Interests (other than Disqualified Capital Stock) of the Parent or the receipt by the Parent of any capital contribution from its unitholders;

(vi) indemnities of officers, directors and employees of the Parent, the Borrower or any of the Restricted Subsidiaries permitted by (A) law or statutory provisions and (B) any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by the Parent, the Borrower or any of the Restricted Subsidiaries;

(vii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(viii) the transactions described on Schedule 9.13, as in effect as of the Effective Date; provided, that (A) no amendment, supplement or other modification to the documents evidencing such transactions shall be permitted without the prior written consent of the Administrative Agent in its sole discretion, (B) to the extent any transactions described in Schedule 9.13 relates to the allocation of revenue between the Parent, the Borrower or any Restricted Subsidiary on the one hand and any other Affiliate or Interested Party on the other hand, each of the Parent and the Borrower shall not, and shall cause such Restricted Subsidiary not to, pre-fund any revenue to such other Affiliate or Interested Party until the Parent, the Borrower or such Restricted Subsidiary receives such revenue, (C) any payment of expenses or general and administrative costs (including overhead costs) must be evidenced by an invoice and shall be at cost without any xxxx-up and (D) each of the Parent and the Borrower shall not, and shall cause any Restricted Subsidiary not to, pay expenses, general and administrative costs (including overhead costs) and salaries (after giving effect to any reimbursement by any other Affiliate or Interested Party of the Parent, the Borrower or such Restricted Subsidiary) in excess of the ratable benefit received by the Parent, the Borrower and such Restricted Subsidiary on the one hand and any other Affiliate or Interested Party on the other hand, as reasonably determined by the Parent in good faith; and

(ix) gas purchase, gathering, transportation, marketing, hedging, production handling, operating, construction, terminalling, storage, lease, platform use, or other operational contracts, entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Borrower or any Restricted Subsidiary with third parties, or if neither the Borrower nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Section 9.14 Subsidiaries. Each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, create or acquire any additional Subsidiary unless the Borrower gives notice to and, if such Subsidiary does not become a Subsidiary Guarantor on the day it is created or acquired, obtains the prior written consent of the Administrative Agent to such creation or acquisition and complies with Section 8.13(b). Each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Restricted Subsidiary, except as permitted pursuant to Section 9.11. None of the Parent, the Borrower nor any Restricted Subsidiary shall have any Foreign Subsidiaries.

Section 9.15 Negative Pledge Agreements; Dividend Restrictions. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding which prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any other Restricted Subsidiary, or which requires the consent of other Persons in connection therewith; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments, (b) any leases or licenses or similar contracts as they affect any Property or Lien, (c) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all

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or substantially all the Property of such Restricted Subsidiary pending the closing of such sale or disposition, (d) customary provisions with respect to the distribution of Property in joint venture agreements, (e) any agreements with respect to any Restricted Subsidiary acquired in a transaction permitted by Section 9.05 (in which case, any prohibition or limitation shall only be effective against the Property of such Restricted Subsidiary) and (f) any agreements governing Debt permitted by Section 9.02 incurred by the Borrower or any Restricted Subsidiary.

Section 9.16 Gas Imbalances. Each of the Parent and the Borrower shall not, nor shall it permit any Restricted Subsidiary to, allow on a net basis, gas imbalances or other prepayments or other prepayments made to the Borrower or any Restricted Subsidiary with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or any Restricted Subsidiary to deliver and transfer ownership at some future time volumes of their respective Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $2,000,000 without receiving full payment therefore at the time of delivery of those Hydrocarbons.

Section 9.17 Swap Agreements. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than the Borrower and any Subsidiary Guarantor may enter into:

(a) Permitted Participating Partnership Swap Agreements, Swap Agreements listed in the certificate delivered pursuant to Section 6.01(d)(iii) and other Swap Agreements (other than purchase options) in respect of commodities entered into by the Borrower fixing prices on oil and/or gas expected to be produced by the Borrower, the Subsidiary Guarantors and the Designated Partnerships, provided that such Swap Agreements meet the following criteria:

(i) each such Swap Agreement shall be with an Approved Counterparty;

(ii) no such Swap Agreement shall be entered into by the Borrower for the benefit of another Person other than the Designated Partnerships (but only to the extent (A) of a Loan Party’s percentage interest in such Designated Partnership’s net revenues and (B) that such Designated Partnership (1) was formed prior to March 22, 2011 and (2) is not otherwise a Participating Partnership) or any Subsidiary Guarantor;

(iii) each such Swap Agreement shall have a term not to exceed sixty six (66) months; and

(iv) the notional volumes for each such Swap Agreement (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) shall not exceed, as of the date such Swap Agreement is executed, 85% of the reasonably anticipated future projected production from the Borrower’s and the other Subsidiary Guarantors’, and their proportionate share (based on such Loan Parties’ percentage interests in such Designated Partnerships’ net revenues) of the Designated Partnerships’, proved Oil and Gas Properties.

Any projections in this Section 9.17(a) shall be adjusted as follows: (1) Oil and Gas Properties evaluated in the most recently delivered Reserve Report shall reflect the actual historical decline

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profile of such Oil and Gas Properties and (2) Oil and Gas Properties not evaluated in the most recently delivered Reserve Report shall reflect a reasonable decline profile based upon actual historical decline profiles of similar or analogous Oil and Gas Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately.

(b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and the Subsidiary Guarantors then in effect effectively converting interest rates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and the Subsidiary Guarantors then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate.

(c) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Subsidiary Guarantor to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (except that (i) Secured Swap Agreements may be secured by the Mortgaged Properties pursuant to the Security Instruments and (ii) Permitted Participating Partnership Swap Agreements may be secured by Properties of such Participating Partnership pursuant to the Designated Partnership Hedge Facility).

(d) Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, terminate or otherwise unwind or monetize any Swap Agreement in respect of commodities (including, as applicable, any trade confirmations made pursuant thereto), now existing or hereafter arising, without the prior written consent of the Super Majority Lenders except to the extent such terminations are permitted by Section 9.11.

Section 9.18 Tax Status as Partnership; Partnership Agreement. The Borrower shall not alter its status as a disregarded entity within the meaning of United States Treasury Regulation section 301.7701-3 for purposes of United States Federal income taxes. Each of the Parent and the Borrower shall not, and shall not permit any Subsidiary to, amend or modify any provision of any organizational document, or any agreements with Affiliates of the type referred to in Section 9.13, or file any United States federal income tax or state or local tax elections, if such amendment, modification, or election could reasonably be expected to have a Material Adverse Effect. The Parent will not alter its status as a corporation for purposes of United States Federal income taxes.

Section 9.19 Broker-Dealer Subsidiaries.

(a) No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, (i) create or acquire any Broker-Dealer Subsidiary at any time after the Effective Date or (ii) permit the Net Capital (as defined in the Net Capital Rule) of any Broker-Dealer Subsidiary at any time to be less than the Early Warning Threshold for such Broker-Dealer Subsidiary.

(b) To the extent that any domestic Broker-Dealer Subsidiary extends purpose credit to customers (as those terms are defined in Regulation T of the FRB), it shall maintain procedures and internal controls reasonably designed to ensure that such Broker-Dealer Subsidiary does not extend or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and designated employees of each domestic Broker-Dealer Subsidiary that extends purpose credit to customers shall regularly supervise its activities and the activities of members and employees of such Broker-Dealer Subsidiary to ensure that such Broker-Dealer Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T.

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Section 9.20 Side Agreements. Whether prior to, on or after the Effective Date, each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any agreements (other than the Parent LLC Agreement and the Borrower LLC Agreement, in each case as attached to the certificates delivered pursuant to Section 6.01(c) and the Junior Intercreditor Agreement), or amend or allow any amendment to any agreements (whether written or oral) (including the Parent LLC Agreement, the Borrower LLC Agreement and the Junior Intercreditor Agreement) with any Person with respect to (a) any Loan Party’s consent right with respect to the assignment of Loans or (b) any provision related to any the refinancing or replacement of the Indebtedness (including, without limitation, any restriction on the type of Person providing any Indebtedness or in connection with the items listed in the definition of Restricted Refinancing as defined in the Parent LLC Agreement). Neither the Parent nor the Borrower will, nor will they permit any of their respective Subsidiaries to, amend, supplement or otherwise modify any provision of the Organizational Documents (including the Parent LLC Agreement and the Borrower LLC Agreement) in any manner that is material and adverse to the interests of the Lenders.

Section 9.21 Change in Name, Location or Fiscal Year. Each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Mortgaged Property is held or stored (other than locations where such Loan Party is a lessee with respect to any oil and gas lease), or the location of its records concerning the Mortgaged Property as set forth in the Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, without providing five (5) Business Days prior written notice to the Administrative Agent and unless any action requested by the Administrative Agent in connection therewith has been, or will be contemporaneously therewith, completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Lenders, in any Mortgaged Property), provided that any new location shall be in the United States. Each of the Parent and the Borrower shall not, and shall not permit any other Restricted Subsidiary to, change its fiscal year which currently ends on December 31.

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Section 9.22 Drilling and Operating Agreements. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary or Designated Partnership to, directly or indirectly, amend or otherwise modify any drilling or operating agreement between Borrower or any Restricted Subsidiary and any Designated Partnership which in any case (a) violates the terms of this Agreement or any other Loan Document, (b) could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents or (c) could reasonably be expected to have a Material Adverse Effect.

Section 9.23 Designated Partnerships’ Organizational Documents. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary or any new or newly-designated Designated Partnership to, (a) execute any Organizational Document of any Designated Partnership that does not contain an express provision allowing the Master General Partner of such Designated Partnership to withdraw its ownership interest in such Designated Partnership in the form of a working interest in the production from the Oil and Gas Properties of such Designated Partnership without the consent of any other party to such Organizational Document or (b) directly or indirectly, amend or otherwise modify the Organizational Document of such Designated Partnership (i) to remove the provision required in the foregoing clause (a) or (ii) in a manner that could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents without the prior written consent of the Administrative Agent.

Section 9.24 Designated Partnership Hedge Facility. Each of the Parent and the Borrower will not, and will not permit any Restricted Subsidiary or Participating Partnership to enter into any agreement with respect to the Designated Partnership Hedge Facility that (a) could reasonably be expected to be materially adverse to the rights, interests or privileges of the Administrative Agent or the Lenders or their ability to enforce the Loan Documents or (b) conflicts with the terms and conditions set forth in the Loan Documents.

Section 9.25 Non-Qualified ECP Guarantors. The Borrower shall not permit any Loan Party that is not an “eligible contract participant,” as defined in the Commodity Exchange Act, to own, at any time, any Oil and Gas Properties or any Equity Interests in any Subsidiaries.

Section 9.26 Passive Status of the Parent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Parent shall not engage in any operating or business activities, incur any liabilities or hold any assets other than its ownership of the Borrower; provided that the following shall be permitted in any event: (a) the maintenance of its legal existence, (b) the performance of its obligations with respect to the Loan Documents, the Permitted Second Lien Documents, any Senior Notes, the Omnibus Agreement, Indebtedness, Liens (including the granting of Liens) and Guarantees in each case to the extent expressly permitted hereunder, (c) filing Tax returns, reports and payment of Taxes (and contesting any Taxes), (d) incurring other transactions expressly permitted to be incurred by the Parent hereunder, (e) entering into the Tax Matters Agreement and performing its obligations thereunder and (f) any other activities required in connection with the foregoing.

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Section 9.27 Modifications of Material Agreement. The Loan Parties shall not agree to terminate or cancel any agreement described on item 1 of Schedule 9.13 and, for so long as ATLS Controls AGP or any of its Affiliates, items 2 and 3 of Schedule 9.13 and shall use their reasonable efforts to prevent the termination or cancellation of such agreement; provided that, if any such agreement is terminated or cancelled for any reason, (i) the Parent shall give concurrent notice to the Administrative Agent of such termination or cancellation and (ii) such agreement shall be, concurrently with such termination or cancellation, replaced by another agreement (with a copy of such agreement delivered concurrently to the Administrative Agent) that is on substantially similar terms or terms that are more favorable to the Parent, the Borrower and it Restricted Subsidiaries so long as in each case any replacement agreement is not adverse to the interests of the Lenders hereunder; provided further that, if such replacement agreement is with a party that was not a party to the original agreement or an Affiliate thereof, such replacement agreement shall be reasonably satisfactory to the Majority Lenders.

Section 9.28 Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions.

(a) None of the Parent, the Borrower or any of its Subsidiaries nor any director, officer, employee, or agent associated with or acting on behalf of any of the foregoing shall (i) use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) offer, pay, give, promise to pay, authorize the payment of, or take any action in furtherance of the payment of anything of value directly or indirectly to a Government Official or any other person to improperly influence the recipient’s action or otherwise to obtain or retain business or to secure an improper business advantage or (iii), by act or omission, violate any Anti-Corruption Laws.

(b) Each Loan Party (i) shall, and shall cause its Affiliates to, conduct its operations at all times in compliance in all material respects with all Anti-Money Laundering Laws and (ii) shall not, directly or indirectly, use the proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate any Anti-Money Laundering Laws.

(c) The Loan Parties will not involve or include, directly or indirectly, any person that is a subject of Sanctions in any of its dealings with the Administrative Agent, the Issuing Bank or the Lenders or dealings related to this Agreement.

ARTICLE X

Events of Default; Remedies

Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for payment or prepayment thereof or otherwise;

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(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of (i) in the case of interest and fees payable under Section 3.02 and Section 3.05, respectively, five (5) Business Days, and (ii) in the case of any other fees, interest or other amounts (other than an amount referred to in Section 10.01(a)), five (5) Business Days after the earlier of (A) the day on which a Financial Officer first obtains knowledge of such failure and (B) the day on which written notice of such failure shall have been given to the Borrower by the Administrative Agent;

(c) any representation or warranty made or deemed made by or on behalf of the Parent, the Borrower or any Restricted Subsidiary in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed;

(d) (i) the Parent, the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(m), Section 8.01(i), Section 8.01(t), Section 8.02(a), Section 8.17 or in Article IX or (ii) any provision of the Organizational Documents (including the Parent LLC Agreement and the Borrower LLC Agreement) is amended, supplemented or otherwise modified in any manner that is material and adverse to the interests of the Lenders;

(e) the Parent, the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 8.12(c), Section 10.01(a), Section 10.01(b), Section 10.01(d), or Section 10.01(n)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) written notice thereof from the Administrative Agent to the Borrower or (ii) a Responsible Officer of the Borrower otherwise becoming aware of such default;

(f) the Parent, the Borrower or any Restricted Subsidiary (i) fails to pay any principal in respect of any Debt or any amount owing under any Swap Agreement (including any Permitted Participating Partnership Swap Agreement) after the same have become due and payable and the aggregate amount remaining unpaid at any time exceeds $5,000,000, (ii) fails to observe or perform (after applicable grace periods, if any) any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Debt or such Swap Agreement (other than any Permitted Participating Partnership Swap Agreement) if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Debt or a counterparty of the Parent, the Borrower or any Restricted Subsidiary in respect of such Swap Agreement or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, principal of such Debt and amounts owing under such Swap Agreement exceeding $5,000,000 in the aggregate to become immediately due and payable, or (iii) fails to observe or perform (after applicable grace periods, if any) any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any Permitted Participating Partnership Swap Agreement if the effect of any failure referred to in this clause (iii) is to cause amounts owing under such Permitted Participating Swap Agreements exceeding $5,000,000 in the aggregate to become immediately due and payable;

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(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Parent, the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) the Parent, the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(g), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i) the Parent, the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability, or fail generally to pay its debts as they become due;

(j) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Parent, the Borrower, any Restricted Subsidiary, or any combination thereof, and all such judgments shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof;

(k) any provision of the Loan Documents (including the Intercreditor Agreement and the Junior Lien Intercreditor Agreement) material to the rights and interests of the Lenders shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Parent, the Borrower or any Subsidiary Guarantor, or, in the case of the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, against any other party thereto, or any provision of the Loan Documents shall be repudiated, or cease to create a valid and perfected Lien of the priority required thereby on any portion of the collateral purported to be covered thereby that is material to the rights and interests of the Lenders, except to the extent permitted by the terms of this Agreement, or the Parent, the Borrower or any Subsidiary Guarantor shall so state in writing;

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent, the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $5,000,000;

(m) a Change of Control shall occur;

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(n) the Parent, the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 2.1 of the Intercreditor Agreement, and such failure shall continue unremedied for a period of 10 Business Days after the earlier to occur of (i) written notice thereof from the Administrative Agent to the Borrower or (ii) a Responsible Officer of the Parent, the Borrower or of any Restricted Subsidiary otherwise becoming aware of such default; or

(o) for any reason whatsoever, ATLS cease to (i) beneficially own 51% or more of the voting power of the total outstanding Equity Interests of Titan Management or (ii) possess, directly or indirectly, the power to direct or cause the direction of the management or policies of Titan Management, whether through the ability to exercise voting power, by contract or otherwise.

Section 10.02 Remedies.

(a) In the case of an Event of Default other than one described in Section 10.01(g), Section 10.01(h) or Section 10.01(i), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, or at the direction of the Majority Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees (including, without limitation, fees earned pursuant to Section 3.05(e)) and other obligations of the Parent, the Borrower and the other Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(i)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Parent, the Borrower and each other Guarantor and (iii) require the Master General Partner to immediately withdraw its ownership interest in any or all of the Participating Partnerships in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnerships and (A) deliver such Mortgages or other Security Instruments or documents as required under Section 8.13(f) and (B) execute a novation, amendment or agreement to reflect that the MGP Volumes shall no longer be secured by the Designated Partnership Hedge Facility; and in case of an Event of Default described in Section 10.01(g), Section 10.01(h) or Section 10.01(i), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of the Parent, the Borrower and the other Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(i)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Parent, the Borrower and each other Guarantor.

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(b) In the case of the occurrence of an Event of Default, the Administrative Agent and each Lender will have all other rights and remedies available to it or them at law and equity.

(c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after the Termination Date, whether by acceleration or otherwise, shall be applied: first, to reimbursement of expenses and indemnities provided for in this Agreement and the Security Instruments; secondly, to accrued interest on the Loans; thirdly, to fees; fourthly, pro rata to (i) outstanding principal of the Loans and LC Disbursements, (ii) to serve as cash collateral to be held by the Administrative Agent to secure LC Exposure and (iii) the payment of Indebtedness referred to in clauses (b) and (c) of the definition of Indebtedness; fifthly, to any other Indebtedness; and any excess shall be paid to the Borrower or as otherwise required by any Law.

Notwithstanding the foregoing, amounts received from the Parent, the Borrower or any other Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood that, in the event that any amount is applied to Indebtedness other than Excluded Swap Obligations as a result of this this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to clause fourth above).

ARTICLE XI

The Administrative Agent And The Issuing Banks

Section 11.01 Appointment and Authorization of Administrative Agent.

(a) Each Lender hereby irrevocably (subject to Section 11.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent, regardless of whether or not a Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI with respect to any acts taken or omissions suffered by an Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article XI included each Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to each Issuing Bank.

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Section 11.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects in the absence of gross negligence or willful misconduct.

Section 11.03 Default; Collateral.

(a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Mortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any Property of the Borrower or any Restricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable).

(b) Each Lender authorizes and directs the Administrative Agent to enter into the Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Secured Swap Agreements and Bank Products, Affiliates, if applicable) (or, if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Security Instruments).

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(c) Except to the extent unanimity (or other percentage set forth in Section 12.02) is required hereunder, each Lender agrees that any action taken by the Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.

(d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Mortgaged Property or Security Instruments which may be necessary to perfect and maintain perfected Liens upon the Mortgaged Properties granted pursuant to the Security Instruments.

(e) The Administrative Agent shall not have any obligation whatsoever to any Lender or to any other Person to assure that the Mortgaged Property exists or is owned (whether in fee or by leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights granted or available to the Administrative Agent in this Section 11.03 or in any of the Security Instruments; IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, WITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Mortgaged Property: (A) constituting property in which neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (B) constituting property leased to the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Documents or is about to expire and which has not been, and is not intended by the Borrower or such Restricted Subsidiary to be, renewed; or (C) consisting of an instrument or other possessory collateral evidencing Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Debt or obligations evidenced thereby has been paid in full or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Mortgaged Property as contemplated herein and in the other Loan Documents, or if approved in accordance with Section 12.02. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Mortgaged Property pursuant to this Section 11.03.

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(g) In furtherance of the authorizations set forth in this Section 11.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Security Instruments (including, without limitation, any appointments of substitute trustees under any Security Instruments), (ii) to take action with respect to the Mortgaged Property and Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Mortgaged Property to the extent authorized herein or in the other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Mortgaged Property matters described in this Section 11.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Indebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Loan or issue any Letter of Credit under the Loan Documents.

Section 11.04 Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.

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Section 11.05 Reliance by Administrative Agent.

(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower or any Restricted Subsidiary), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Participants. Where this Agreement expressly permits or prohibits an action, unless the Majority Lenders or Super Majority Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the requisite Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 6.01, each Lender that has funded its Applicable Percentage of the initial Loan on the Effective Date (or, if there is no Loan made on such date, each Lender other than the Lenders who gave written objection to the Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender (or otherwise made available for such Lender on SyndTrak Online, DXSyndicate™ or any similar website) for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Section 11.06 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Lenders in accordance with this Agreement; provided, however, that, unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

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Section 11.07 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Related Party of the Administrative Agent has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Borrower or any Restricted Subsidiary or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Related Party of the Administrative Agent to any Lender as to any matter, including whether Related Parties of the Administrative Agent have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Related Party of the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, any Guarantor and their respective Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Related Party of the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantors. In this regard, each Lender acknowledges that Linklaters LLP and Xxxxxx & Xxxxxx L.L.P. are acting in this transaction as counsel to the Administrative Agent. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Related Party of the Administrative Agent.

Section 11.08 Indemnification of Agents. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY UPON DEMAND EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWER TO DO SO), IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES, AND HOLD HARMLESS EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES INCURRED BY IT (INCLUDING SUCH RELATED PARTY OF THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE); PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO ANY RELATED PARTY OF THE ADMINISTRATIVE AGENT OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; provided, however, that no action taken in accordance with the directions of the Majority Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 11.08. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand

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for its ratable share of any costs or out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 11.08 shall survive termination of the Commitments, the payment of all Indebtedness hereunder and the resignation or replacement of the Administrative Agent.

Section 11.09 Administrative Agent in its Individual Capacity. Xxxxx Fargo and its Affiliates may make loans to, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its Affiliates as though Xxxxx Fargo were not the Administrative Agent or an Issuing Bank hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Xxxxx Fargo or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Xxxxx Fargo shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an Issuing Bank, and the terms “Lender” and “Lenders” include Xxxxx Fargo in its individual capacity.

Section 11.10 Successor Administrative Agent and Issuing Bank. The Administrative Agent or an Issuing Bank may resign at any time upon 30 days’ notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent or Issuing Bank resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor administrative agent or issuing bank for the Lenders which successor administrative agent or issuing bank shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned). If no successor administrative agent or issuing bank is appointed prior to the effective date of the resignation of the Administrative Agent or Issuing Bank, the Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent and/or issuing bank from among the Lenders. Upon the acceptance of its appointment as successor administrative agent and/or issuing bank hereunder, such successor administrative agent and/or issuing bank shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Issuing Bank, and the term “Administrative Agent” and “Issuing Bank” shall mean such successor administrative agent or issuing bank and the retiring Administrative Agent’s or Issuing Bank’s appointment, powers and duties as Administrative Agent or Issuing Bank shall be terminated. The resigning Issuing Bank shall remain the Issuing Bank with respect to any Letters of Credit outstanding on the effective date of its resignation and the provisions affecting such Issuing Bank with respect to Letters of Credit shall inure to the benefit of the resigning Issuing Bank until the termination of all such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article XI and Sections 12.03 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above.

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Section 11.11 Administrative Agent May File Proof of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any Restricted Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposures and all other Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 12.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 11.12 Secured Swap Agreements. To the extent any Affiliate of a Lender is a party to a Secured Swap Agreement with the Borrower or any of the Restricted Subsidiaries and thereby becomes a beneficiary of the Liens pursuant to any Security Instrument, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Security Instruments and to be bound by the terms of this Article XI and the other provisions of this Agreement.

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Section 11.13 Bank Product Obligations. To the extent any Affiliate of a Lender provides any Bank Products and thereby becomes a beneficiary of the Liens pursuant to any Security Instrument, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent to act for and on behalf of such Affiliate in connection with such Security Instruments and to be bound by the terms of this Article XI and the other provisions of this Agreement.

Section 11.14 Intercreditor Agreement and Junior Lien Intercreditor Agreement. The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreement and any Junior Lien Intercreditor Agreement and to amend such agreement in accordance with the provisions of Section 12.02. Each Lender (by receiving the benefits thereunder and of the Mortgaged Property pledged pursuant to the Security Instruments) agrees that the terms of the Intercreditor Agreement and any Junior Lien Intercreditor Agreement shall be binding on such Lender and its successors and assigns, as if it were a party thereto.

Section 11.15 Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect; and

(ii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of their respective Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 12.02 and Section 10.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

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(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

ARTICLE XII

Miscellaneous

Section 12.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or e-mail, as follows:

(i) if to the Parent, the Borrower or the Subsidiary Guarantors, to it at:

Titan Energy Operating, LLC

000 Xxxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

Attn: Xxxxx Xxxxx

Attn: Xxxxxxxxx Xxxxxx

Email: xxxxxx@xxxxxxxxxxx.xxx

Email: xxxxxxx@xxxxxxxxxxx.xxx

with a copy to:

Xxxx Xxxxxxxx LLP

000 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxx, XX 00000

Attn: Xxxxx Xxxxxx

Xxxxxxx Xxxxxx

Fax: (000) 000-0000

Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx

xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx

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(ii) if to Administrative Agent or to Xxxxx Fargo in its capacity as Issuing Bank, to it at:

Xxxxx Fargo Bank, National Association

0000 X XX Xxxxxx XXXX, 0^xx Xxxxx

MAC D1109-019

Charlotte, North Carolina 28262-8522

Attn: Agency Services

Phone: (000) 000-0000

Fax: (000) 000-0000

with a copy to:

Xxxxx Fargo Bank, National Association

0000 Xxxx Xxxxxx, Xxxxx 0000, X0000-000

Xxxxxx, Xxxxx 00000

Attn: Xxxxx X. XxXxxxx

Fax: (000) 000-0000

Email: xxxxx.x.xxxxxxx@xxxxxxxxxx.xxx

with a copy to:

Linklaters LLP

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxx Xxxxxxxxxx

Fax: (000) 000-0000

Email: xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx

(iii) if to any other Lender, in its capacity as such (or in its capacity as Issuing Bank if such Lender is an Issuing Bank hereunder), to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, Article III, Article IV and Article V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Administrative Agent, any Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof nor any other Loan Document nor any provision thereof may be waived, amended or modified, except pursuant to an agreement or agreements in writing entered into by the Loan Parties party thereto and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall

(i) increase the Maximum Credit Amount of any Lender without the written consent of such Lender,

(ii) increase the Conforming Borrowing Base, the Non-Conforming Borrowing Base or the Borrowing Base without the written consent of all Lenders (other than any Defaulting Lender) or decrease or maintain the Conforming Borrowing Base, the Non-Conforming Borrowing Base or the Borrowing Base without the consent of the Super Majority Lenders,

(iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly and adversely affected thereby,

(iv) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone or extend any Termination Date without the written consent of each Lender directly and adversely affected thereby,

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(v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender adversely affected thereby,

(vi) release any Guarantor (except as set forth in the Guaranty Agreement), release all or substantially all of the collateral, or reduce any percentage set forth in the definition of “Required Mortgage Value” to less than 80%, without the written consent of each Lender (other than any Defaulting Lender); provided that any reduction of such percentage to 80% or higher shall only require the written consent of the Super Majority Lenders,

(vii) change any of the provisions of this Section 12.02(b) or the definitions of “Super Majority Lenders” or “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender directly and adversely affected thereby,

(viii) postpone or extend the Non-Conforming Borrowing Base Reduction Date without the consent of the Super Majority Lenders but in no event shall such postponement or extension extend the Non-Conforming Borrowing Base Reduction Date beyond the Maturity Date without the consent of all Lenders; provided that all Lenders shall obtain at least the same economics and other material terms (including, without limitation, indemnities and liability releases) with respect to such postponement or extension as the Lenders (as defined in any Permitted Second Lien Debt Documents or any Senior Notes) receive in connection with any waiver contemplated by Section 10.01(m) of the Second Lien Credit Agreement or the equivalent provision of any Permitted Second Lien Debt Documents or any Senior Notes; or

(ix) materially, adversely and disproportionately affect (i) a Lender Swap Counterparty under a Secured Swap Agreement as compared to the other Secured Creditors or (ii) the Lender Swap Counterparties under a Secured Swap Agreement as compared to the Lenders without the written consent of each Lender Swap Counterparty under a Secured Swap Agreement directly affected thereby;

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or such Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to Schedule 7.15 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders.

Section 12.03 Expenses, Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other

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similar expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Administrative Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY GUARANTOR TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY LAW, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY ANY ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,

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NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND THE RESTRICTED SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY RESTRICTED SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES, (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE (AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION), (2) A MATERIAL BREACH OF THE MATERIAL

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OBLIGATIONS OF SUCH INDEMNITEE UNDER THE LOAN DOCUMENTS OR (3) ANY PROCEEDING THAT DOES NOT INVOLVE AN ACT OR OMISSION BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES AND THAT IS BROUGHT BY ANY INDEMNITEE AGAINST ANY OTHER INDEMNITEE (OTHER THAN ANY PROCEEDING AGAINST AN INDEMNITEE IN ITS CAPACITY OR IN FULFILLING ITS ROLE AS AN ADMINISTRATIVE AGENT OR SIMILAR ROLE).

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under Section 12.03(a) or Section 12.03(b), each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such.

(d) The Borrower hereby assumes, and agrees to pay, all expense reimbursement and indemnification obligations of ARP under the Prepetition RBL Credit Agreement to the Administrative Agent (as defined in the Prepetition RBL Credit Agreement), the Prepetition RBL Lenders and the other Indemnitees (as defined in the Prepetition RBL Credit Agreement) including, without limitation, pursuant to Section 5.03, Section 12.03(a) and Section 12.03(b) of the Prepetition RBL Credit Agreement.

(e) To the extent permitted by applicable law, Loan Parties party to the Credit Agreement shall not assert, and hereby waives, any claim against any indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(f) All amounts due under this Section 12.03 shall be payable promptly after written demand therefor.

Section 12.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (x) the Administrative Agent and the Issuing Banks (such consent not to be unreasonably withheld, conditioned or delayed), provided that no consent of the Administrative Agent or the Issuing Banks shall be required for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund and (y) the Borrower (such consent not to be unreasonably withheld, conditioned or delayed, and if the Borrower has not communicated its approval or disapproval in writing to the Administrative Agent within 10 days after receiving notice of such assignment, such silence shall be deemed to be an approval), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other Person.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, if smaller, the entire remaining amount of the assigning Lender’s Maximum Credit Amount, unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment (other than assignments to an Affiliate of a Lender or an Approved Fund) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 unless such fee is waived by the Administrative Agent;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D) in no event may any Lender assign all or a portion of its rights and obligations under this Agreement to a Disqualified Lender.

For the purposes of this Section 12.04, “Approved Fund” means a Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person or an Affiliate of a Person that administers or manages a Lender.

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(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and LC Exposures owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b), and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

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(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Disqualified Lender) (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to Section 12.02(b) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02, and Section 5.03 (subject to the requirements and limitations therein, including the requirements under Section 5.03(e), it being understood that the documentation required under Section 5.03(e) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant shall be subject to Section 4.01 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 with respect to any participation, other than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation or the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

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(e) Notwithstanding the foregoing, any Lender may grant to a Conduit Lender the option to provide to the Borrower all or any part of any Loan that a Lender would be required to make, and any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender, in each case, without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 12.04(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Borrower herein and by the Loan Parties in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

(b) To the extent any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any Issuing Bank or any Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy or other laws for the relief of debtors or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made.

Section 12.06 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 6.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

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(b) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any of and all the obligations of the Borrower or any Restricted Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Such Lender shall promptly notify the Borrower after any such set off and application made by such Lender, but the failure to give such notice will not affect the validity of such set off and application. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

Without limiting the generality of the foregoing, “set off” as used herein shall include the set off and application of any amounts owed by any Lender or its Affiliates to any Loan Party under any Swap Agreement against all obligations and indebtedness owed by such Loan Party to such Lender under this Agreement or the other Loan Documents, whether direct or indirect, contingent or liquidated, matured or unmatured, including, without limitation, any amounts owed under any participation in amounts owed by the Borrower to such Lender purchased by such Lender (or its Affiliates) under Section 4.01(c) or any other similar provisions for the pro rata sharing of payments received from or on behalf of the Loan Parties among the Lenders.

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Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

(a) This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(b) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

(c) The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

(e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

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ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND CONSENT AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.10 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

Section 12.11 Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by the Borrower or any of the Restricted Subsidiaries, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof (subject, in the case of such disclosure to any affiliate of the Administrative Agent or a Lender, to the Administrative Agent or such Lender, as applicable, instructing such affiliate to comply with the provisions of this Section 12.11), (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to any self-regulatory authority, such as the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) to the extent it becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.

All information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the

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other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.

Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 12.13 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing Banks to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Restricted Subsidiary, any obligor, contractor, subcontractor, supplier or materialman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, any Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries.

Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Secured Swap Agreement with the Borrower or any of the Restricted Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of the Restricted Subsidiaries which arise under any such Secured Swap Agreement while such Person or its Affiliate is a Lender, including any obligations of ARP, the Borrower or any of the Restricted Subsidiaries which arose under any such Secured Swap Agreements during the Bankruptcy Proceedings. For the avoidance of doubt, the obligations under any such Secured Swap Agreement will continue to be secured if the Person that is a counterparty to such Secured Swap Agreement ceases to be a Lender or an Affiliate of a Lender, subject to the limitations set forth in the definition of “Secured Swap Agreement.”

Section 12.15 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

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(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Section 12.17 No Advisory or Fiduciary Responsibility.

(a) In connection with all aspects of each transaction contemplated hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Administrative Agent or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

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(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

Section 12.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 12.19 Amendment and Restatement. It is the intention of the parties hereto that this Agreement supersedes and replaces the Prepetition RBL Credit Agreement in its entirety; provided that (a) such amendment and restatement shall operate to renew, amend, modify, extend and assign all of the rights, duties, liabilities and obligations of ARP under the Prepetition RBL Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, and (b) the Liens securing the Indebtedness under and as defined in the Prepetition RBL Credit Agreement and the rights, duties, liabilities and obligations of ARP and the Guarantors under the Prepetition RBL Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished (except as contemplated by the Plan of Reorganization and

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the Confirmation Order) but shall be carried forward and shall secure such obligations and liabilities as amended, renewed, extended and/or restated hereby. The parties hereto confirm, ratify and reaffirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Prepetition RBL Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and superseded in connection with the transactions contemplated hereby). The Parent and the Borrower, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Prepetition RBL Credit Agreement or any of the other Existing Loan Documents. In furtherance of the foregoing and the Plan of Reorganization, each Lender hereby authorizes and directs the Administrative Agent, to execute, on such Lender’s behalf, a release agreement with respect to any claims or causes of action such Lender may have against Atlas Energy Group, LLC, solely in its capacity as general partner of ARP prior to the Effective Date, relating to the Prepetition RBL Credit Agreement or the Existing Loan Documents.

Section 12.20 OID Legend. If the transactions contemplated by the Plan of Reorganization result in a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3) of the Loans for U.S. federal income tax purposes, the Loans may be treated as issued with original issue discount for U.S. federal income tax purposes. The issue price, amount of original issue discount and yield to maturity of the Loans may be obtained by writing to the Borrower at the address set forth in Section 12.01.

Section 12.21 Real Property Improvement. Notwithstanding anything to the contrary herein or in the Loan Documents, no Mortgage on any Property that is an enclosed structure (having two walls and a roof) or manufactured mobile home affixed to a permanent foundation (each a “Real Property Improvement”) shall be delivered pursuant to the requirements of Section 8.13 until the Administrative Agent, after consulting with the Lenders, determines that such Real Property Improvement (a) is not located in a flood zone (or otherwise is not subject to the flood insurance requirements of the Federal Emergency Management Agency (“FEMA”)), or (b) has sufficient flood insurance coverage to satisfy FEMA’s flood insurance requirements. As of the Effective Date, no Real Property Improvement is subject to a Mortgage. In furtherance of the foregoing, each of the Parent and the Borrower shall not, and shall not permit any Restricted Subsidiary to, xxxxx x Xxxx on any Real Property Improvement to any party other than the Administrative Agent.

[SIGNATURES BEGIN NEXT PAGE]

- 154 -

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


BORROWER:	TITAN ENERGY OPERATING, LLC

	By:

		By:	/s/ Xxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxxx
		Title:	Chief Financial Officer

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


PARENT:	TITAN ENERGY, LLC

	By:

		By:	/s/ Xxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxxx
		Title:	Chief Financial Officer

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender, as Administrative Agent and an Issuing Bank

By:		/s/ Xxxxx XxXxxxx

Name:		Xxxxx XxXxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


BANK OF AMERICA, N.A., GBAM SPECIAL ASSETS GROUP, as a Lender

By:		/s/ Xxxx Xxxxxxx Xxxxxxxx

Name:		Xxxx Xxxxxxx Xxxxxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


BRANCH BANKING AND TRUST COMPANY, as a Lender

By:		/s/ Xxxxxx Xxxx

Name:		Xxxxxx Xxxx
Title:		AVP

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


CADENCE BANK, N.A., as a Lender

By:		/s/ Xxxx Xxxxx

Name:		Xxxx Xxxxx
Title:		Assistant Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx

Name:		Xxxxxxx X. Xxxxxxx
Title:		Executive Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxxxxx Xxxxxxx

Name:		Xxxxxxx Xxxxxxx
Title:		Assistant Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


CIT BANK, N.A., formerly known as One West Bank, N.A., as a Lender

By:		/s/ Xxxx Xxxxxx

Name:		Xxxx Xxxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


CITIBANK, N.A., as a Lender

By:		/s/ Xxxxxx Xxxxx

Name:		Xxxxxx Xxxxx
Title:		Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


COMERICA BANK, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx

Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


COMPASS BANK, as a Lender

By:		/s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Executive Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender

By:		/s/ Anca Trjian

Name:		Anca Trjian
Title:		Managing Director

By:		/s/ Xxxxx Xxxxxxxxx

Name:		Xxxxx Xxxxxxxxx
Title:		Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


THE HUNTINGTON NATIONAL BANK, as a Lender

By:		/s/ Xxxxxxxx Xxxxxxxx

Name:		Xxxxxxxx Xxxxxxxx
Title:		Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


ING CAPITAL LLC, as a Lender

By:		/s/ Xxxxx Xxxxxxxxx

Name:		Xxxxx Xxxxxxxxx
Title:		Director

By:		/s/ Xxxx Xxxxxx

Name:		Xxxx Xxxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


JPMORGAN CHASE BANK, N.A., as a Lender

By:		/s/ Jo Xxxxx Xxxxxxxxx

Name:		Jo Xxxxx Xxxxxxxxx
Title:		Authorized Officer

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


NATIXIS, NEW YORK BRANCH, as a Lender

By:		/s/ Xxx Xxxxxxx

Name:		Xxx Xxxxxxx
Title:		Senior Managing Director

By:		/s/ Xxxxxxx Xxxxx

Name:		Xxxxxxx Xxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxx Xxxxxx

Name:		Xxxx Xxxxxx
Title:		S.V.P.

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


ROYAL BANK OF CANADA, as a Lender

By:		/s/ Xxxx Xxxxxxx, Xx.

Name:		Xxxx Xxxxxxx, Xx.
Title:		Authorized Signatory

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


SANTANDER BANK, N.A., as a Lender

By:		/s/ Xxxxx Xxxxxxx

Name:		Xxxxx Xxxxxxx
Title:		Senior Vice President

By:		/s/ Puiki Lok

Name:		Puiki Lok
Title:		Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


SUNTRUST BANK, as a Lender

By:		/s/ Xxxxx X. Xxxxxx

Name:		Xxxxx X. Xxxxxx
Title:		Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


THE BANK OF NOVA SCOTIA, as a Lender

By:		/s/ Xxxxx Xxxxxxx

Name:		Xxxxx Xxxxxxx
Title:		Managing Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


WHITNEY BANK, as a Lender

By:		/s/ Liana Tchemysheva

Name:		Liana Tchemysheva
Title:		Senior Vice President

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]


ABN AMRO BANK N.V., as a Lender

By:		/s/ X. Xxxxxxx

Name:		X. Xxxxxxx
Title:		Associate Director

By:		/s/ Xxxxxx Xxxxxxxxxx

Name:		Xxxxxx Xxxxxxxxxx
Title:		Director

[SIGNATURE PAGE TO CREDIT AGREEMENT –

TITAN ENERGY OPERATING, LLC]

ANNEX I


Lender	Maximum Credit Amount		% of Aggregate Maximum Credit Amount
ABN AMRO BANK N.V.	$	20,533,333		4.0000000000	%
BANK OF AMERICA, N.A., GBAM SPECIAL ASSETS GROUP	$	29,333,333		6.6666666665	%
BRANCH BANKING AND TRUST COMPANY	$	11,733,333		2.6666666669	%
CADENCE BANK, N.A.	$	11,733,333		2.0000000000	%
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH	$	20,533,333		4.0000000000	%
CAPITAL ONE, NATIONAL ASSOCIATION	$	11,733,333		2.6666666669	%
CIT BANK, N.A., formerly known as One West Bank, N.A.	$	9,600,000		2.1818181826	%
CITIBANK, N.A.	$	29,333,333		6.6666666665	%
COMERICA BANK	$	20,533,333		4.0000000000	%
COMPASS BANK	$	20,533,333		4.0000000000	%
DEUTSCHE BANK AG, NEW YORK BRANCH	$	29,333,333		6.6666666665	%
THE HUNTINGTON NATIONAL BANK	$	11,733,333		2.6666666669	%
ING CAPITAL LLC	$	20,533,333		4.0000000000	%
JPMORGAN CHASE BANK, N.A.	$	29,333,333		6.6666666665	%
NATIXIS, NEW YORK BRANCH	$	20,533,333		4.0000000000	%
PNC BANK, NATIONAL ASSOCIATION	$	9,600,000		2.0000000000	%
ROYAL BANK OF CANADA	$	20,533,333		4.0000000000	%
SANTANDER BANK, N.A.	$	15,466,667		3.5151515154	%
SUNTRUST BANK	$	20,533,333		4.0000000000	%
THE BANK OF NOVA SCOTIA	$	11,733,333		2.0000000000	%
XXXXX FARGO BANK, NATIONAL ASSOCIATION	$	53,333,333		12.1212121188	%
WHITNEY BANK	$	11,733,333		2.6666666669	%

Annex I - 1

ANNEX II

Applicant

Beneficiary

Issuing Bank

Amount

Issue Date

Number

Atlas Noble, LLC

The East Ohio Gas Company

Xxxxx Fargo Bank, National Association

100,000

January 14, 2014

IS0140485U

ARP Production Company, LLC

Southern Natural Gas Company, L.L.C.

Xxxxx Fargo Bank, National Association

30,000

January 13, 2014

IS0142226U

Atlas Resource Partners, LP

Paramount Group, Inc., as agent for 000 Xxxxx Xxxxxx, X.X.

Xxxxx Fargo Bank, National Association

376,845

June 28, 2011

IS0001138

Atlas Resources, LLC

Commonwealth of Pennsylvania, Department of Transportation

Municipal Authority of Washington Township

Xxxxx Fargo Bank, National Association

35,000

August 4, 2011

XX0000000

ARP Production Company, LLC

Springer Electric Cooperative, Inc.

Xxxxx Fargo Bank, National Association

1,500,000

September 23, 2013

IS0074505U

ARP Production Company, LLC

Colorado Interstate Gas Company, L.L.C.

Xxxxx Fargo Bank, National Association

1,440,000

December 13, 2013

IS0129905U

ARP Mountaineer Production, LLC

East Tennessee Natural Gas, LLC

Xxxxx Fargo Bank, National Association

404,050

May 2, 2014

IS0171809U

ARP Mountaineer Production, LLC

Columbia Gas Transmission, LLC

Xxxxx Fargo Bank, National Association

305,320

May 2, 2014

IS0171810U

Annex II - 1

EXHIBIT A

FORM OF NOTE


$[ ]		[ ], 201[ ]

FOR VALUE RECEIVED, Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, National Association (the “Administrative Agent”), at 0000 Xxxx Xxxxxx, Xxxxx 0000, X0000-000, Xxxxxx, Xxxxx 00000, Attention: Xxxxx X. XxXxxxx, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note.

This Note is one of the Notes referred to in the Third Amended and Restated Credit Agreement, dated as of September 1, 2016, among the Borrower, Titan Energy, LLC, a Delaware limited liability company, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.

This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

[THIS DEBT INSTRUMENT HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY OF THE DEBT INSTRUMENT, PLEASE CONTACT 000 XXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XX 10019.]¹

¹	To be included in the event that transactions contemplated by the Plan of Reorganization result in a “significant modification” of the Loans within the meaning of Treasury Regulations Section 1.1001-3 for U.S. federal income tax purposes, or if otherwise applicable.

A-1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

A-2

EXHIBIT B

FORM OF BORROWING REQUEST

[ ], 201[ ]

Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Third Amended and Restated Credit Agreement dated as of September 1, 2016 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Titan Energy, LLC, a Delaware limited liability company, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

(i) The aggregate amount of the requested Borrowing is $[ ];

(ii) The date² of such Borrowing is [ ], 201[ ];

(iii) The requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];

(iv) [In the case of a Eurodollar Borrowing, the initial Interest Period³ applicable thereto is [one] [two] [three] [six] months];

(v) The amount of the Borrowing Base in effect on the date hereof is $[ ];

(vi) The total Credit Exposures (without regard to the requested Borrowing) on the date hereof is $[ ]; and

(vii) The pro forma total Credit Exposures (giving effect to the requested Borrowing) is $[ ];

(viii) The location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows:

[ ]

²	The date shall be a Business Day.

³	The initial Interest Period shall be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement.

B-1

The undersigned certifies that:

(a)

He/She is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower;

(b)

The principal amount of the requested Borrowing plus the aggregate amount of cash and Cash Equivalents of the Loan Parties as of the date of the requested Borrowing (before giving effect to such Borrower) [does not] exceed[s] $20,000,000;

(c)

[The proceeds of the requested Borrowing will be used as set forth on Exhibit 1 attached hereto;]⁴ and

(d)

After giving effect to the requested Borrowing and the proposed use of proceeds, the Loan Parties will not have Excess Cash.

⁴	To be included if the principal amount of the Borrowing plus the aggregate amount of cash and Cash Equivalents of the Loan Parties at the time of such Borrowing (before giving effect thereto) exceeds $20,000,000

B-2

The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement.


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

B-3

EXHIBIT C

FORM OF INTEREST ELECTION REQUEST

[ ], 201[ ]

Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the Third Amended and Restated Credit Agreement dated as of September 1, 2016 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Titan Energy, LLC, a Delaware limited liability company, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:

(i) The Borrowing to which this Interest Election Request applies⁵ is [ ];

(ii) The effective date⁶ of the election made pursuant to this Interest Election Request is [ ], 201[ ]; [and]

(iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and

(iv) [If the resulting Borrowing is a Eurodollar Borrowing, the Interest Period⁷ applicable to the resulting Borrowing after giving effect to such election is [one] [two] [three] [six] months].

⁵	If different options are being elected with respect to different portions of the Borrowing, indicate the portions thereof to be allocated to each resulting Borrowing (in which case, specify the information in paragraphs (iii) and (iv) for each resulting Borrowing).

⁶	The effective date must be a Business Day.

⁷	The initial Interest Period must be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement.

C-1

The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement.


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

C-2

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

The undersigned, a Financial Officer of the Parent, hereby certifies that he/she is the [ ] of Titan Energy, LLC, a Delaware limited liability company (the “Parent”), and that as such he/she is authorized to execute this certificate on behalf of the Parent. With reference to the Third Amended and Restated Credit Agreement dated as of September 1, 2016 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”), among Titan Energy Operating, LLC, a Delaware limited liability company, the Parent, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements (the “Financial Statements”) required by Section 8.01(a) of the Agreement for the fiscal year of the Parent ended as of December 31, 201[ ] (the “Reporting Date”), together with the report and opinion of an independent certified public accountant required by such section, including to the effect that such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements (the “Financial Statements”) required by Section 8.01(b) of the Agreement for the fiscal quarter of the Parent ended as of , 201[ ] (the “Reporting Date”). Such Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

2. No Default has occurred as the date hereof.⁸

3. The representations and warranties of the Parent, the Borrower and the Subsidiary Guarantors set forth in the Agreement and in the other Loan Documents are true and correct on and as of the date hereof except, in each case, to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties are true and correct as of such specified earlier date [other than ].

4. Attached hereto as Schedule 2 are reasonably detailed calculations showing the Parent’s and the Borrower’s compliance as of the Reporting Date with the requirements of Section 9.01 of the Agreement.

⁸	If a Default has occurred, the Borrower shall specify the details thereof and any action taken or proposed to be taken with respect thereto.

D-1

5. Attached hereto as Schedule 3 is reasonably detailed information regarding all cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the ratios that are the subject of Section 9.01 of the Agreement, including a reconciliation of the Parent’s calculation of EBITDA versus the calculation of Consolidated Net Income in accordance with GAAP.

6. Attached hereto as Schedule 4 is reasonably detailed information regarding all Asset Dispositions consummated during the fiscal period referred to in paragraph 1 above. Effect has been given to all such Asset Disposition in the calculation of all financial covenants and other financial metrics required under the Agreement.

7. Attached hereto as Exhibit A is a copy of the compliance certificate delivered for fiscal period referred to in paragraph 1 above under the Second Lien Credit Agreement.

D-2

EXECUTED AND DELIVERED this day of [ ], 20[ ].


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

D-3

EXHIBIT E

SECURITY INSTRUMENTS AS OF THE EFFECTIVE DATE

1. Third Amended and Restated Guaranty dated as of September 1, 2016 by each Guarantor in favor of the Administrative Agent.

2. Third Amended and Restated Security Agreement dated as of September 1, 2016 among the Borrower, the Guarantors and the Administrative Agent.

3. Financing Statements in respect of item 2.

4. Amended And Restated Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ATLS Production Company, LLC (Sebastian County, AR)

•

From ATLS Production Company, LLC (Yell County, AR)

•

From ATLS Production Company, LLC (Beaver County, OK)

•

From ATLS Production Company, LLC (Beckham County, OK)

•

From ATLS Production Company, LLC (Caddo County, OK)

•

From ATLS Production Company, LLC (Cleveland County, OK)

•

From ATLS Production Company, LLC (Coal County, OK)

•

From ATLS Production Company, LLC (Xxxxx County, OK)

•

From ATLS Production Company, LLC (Xxxxxx County, OK)

•

From ATLS Production Company, LLC (Xxxxxxx County, OK)

•

From ATLS Production Company, LLC (Xxxxxxx County, OK)

•

From ATLS Production Company, LLC (XxXxxxx County, OK)

•

From ATLS Production Company, LLC (Major County, OK)

•

From ATLS Production Company, LLC (XxXxxxx County, OK)

•

From ATLS Production Company, LLC (Pittsburg County, OK)

•

From ATLS Production Company, LLC (Xxxxx Xxxxx County, OK)

•

From ATLS Production Company, LLC (Xxxxx County, OK)

E-1

5. Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Oklahoma, LLC (Alfalfa County, OK)

•

From ARP Oklahoma, LLC (Garfield County, OK)

•

From ARP Oklahoma, LLC (Grant County, OK)

6. Amended and Restated Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Production Company, LLC (Jefferson County, AL)

•

From ARP Production Company, LLC (Tuscaloosa County, AL)

•

From ARP Production Company, LLC (Xxxxxx County, AL)

•

From ARP Production Company, LLC (Xxxxxxxx County, CO)

•

From ARP Production Company, LLC (Las Animas County, CO)

•

From ARP Production Company, LLC (Colfax County, NM)

•

From ARP Production Company, LLC (Taos County, NM)

7. Amended and Restated Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Rangely Production, LLC (Moffat County, CO)

•

From ARP Rangely Production, LLC (Rio Xxxxxx County, CO)

8. Third Amended and Restated Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated September 1, 2016.

•

From Atlas Noble, LLC (Muskingum County, OH)

•

From Atlas Noble, LLC (Noble County, OH)

•

From Resource Energy, LLC (Xxxxxxxx County, OH)

•

From Viking Resources, LLC (Geauga County, OH)

E-2

•

From Viking Resources, LLC (Xxxxx County, OH)

•

From Resource Energy, LLC and Viking Resources, LLC (Columbiana County, OH)

•

From Resource Energy, LLC and Viking Resources, LLC (Summit County, OH)

•

From Resource Energy, LLC and Viking Resources, LLC (Tuscarawas County, OH)

•

From Atlas Noble, LLC, Resource Energy, LLC, and Viking Resources, LLC (Guernsey County, OH)

•

From Atlas Noble, LLC, Resource Energy, LLC, and Viking Resources, LLC (Mahoning County, OH)

•

From Atlas Noble, LLC, Resource Energy, LLC, and Viking Resources, LLC (Portage County, OH)

•

From Atlas Noble, LLC, Resource Energy, LLC, and Viking Resources, LLC (Trumbull County, OH)

9. Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated September 1, 2016.

•

From Atlas Noble, LLC and Viking Resources, LLC (Xxxxx County, OH)

10. Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated September 1, 2016.

•

From Resource Energy, LLC (Coshocton County, OH)

11. Third Amended and Restated Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated effective as of September 1, 2016.

•

From Atlas Resources, LLC (Xxxxxx County, PA)

•

From Atlas Resources, LLC and Viking Resources, LLC (Fayette County, PA)

•

From Atlas Resources, LLC and Viking Resources, LLC (Xxxxxx County, PA)

12. Open-End Mortgage, Security Agreement, Financing Statement, Fixture Filing, Assignment of As-Extracted Collateral and Assignment of Production dated effective as of September 1, 2016.

•

From Atlas Resources, LLC (Xxxxxx County, PA)

•

From Atlas Resources, LLC (Xxxxxxxx County, PA)

E-3

•

From Atlas Resources, LLC (Venango County, PA)

•

From Atlas Resources, LLC (Xxxxxx County, PA)

•

From Viking Resources, LLC (Clearfield County, PA)

•

From Viking Resources, LLC (Elk County, PA)

•

From Atlas Resources, LLC and Viking Resources, LLC (Xxxxxxxxx County, PA)

•

From Atlas Resources, LLC and Viking Resources, LLC (Indiana County, PA)

•

From Atlas Resources, LLC and Viking Resources, LLC (Xxxxxxxx County, PA)

13. Second Amended and Restated Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From Atlas Xxxxxxx, LLC (Xxxxxx County, TX)

•

From Atlas Xxxxxxx, LLC (Xxxxx County, TX)

•

From Atlas Xxxxxxx, LLC (Erath County, TX)

•

From Atlas Xxxxxxx, LLC (Hood County, TX)

•

From Atlas Xxxxxxx, LLC (Xxxx County, TX)

•

From Atlas Xxxxxxx, LLC (Xxxxxxx County, TX)

•

From Atlas Xxxxxxx, LLC (Palo Pinto County, TX)

•

From Atlas Xxxxxxx, LLC (Xxxxxx County, TX)

•

From Atlas Xxxxxxx, LLC (Tarrant County, TX)

•

From Atlas Xxxxxxx, LLC (Xxxx County, TX)

•

From ARP Barnett, LLC (Xxxxxx County, TX)

•

From ARP Barnett, LLC (Erath County, TX)

•

From ARP Barnett, LLC (Hood County, TX)

•

From ARP Barnett, LLC (Xxxxxxx County, TX)

•

From ARP Barnett, LLC (Tarrant County, TX)

X-0

00. Amended and Restated Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Eagle Ford, LLC (Atascosa County, TX)

15. Amended and Restated Credit Line Deed of Trust, Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Mountaineer Production, LLC (Xxxxxxxx County, VA)

16. Amended and Restated Credit Line Deed of Trust, Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From ARP Mountaineer Production, LLC (Xxxxxxx County, WV)

•

From ARP Mountaineer Production, LLC (Xxxxx County, WV)

•

From ARP Mountaineer Production, LLC (Fayette County, WV)

•

From ARP Mountaineer Production, LLC (Xxxxxxxx County, WV)

•

From ARP Mountaineer Production, LLC (XxXxxxxx County, WV)

•

From ARP Mountaineer Production, LLC (Raleigh County, WV)

•

From ARP Mountaineer Production, LLC (Xxxxxx County, WV)

•

From ARP Mountaineer Production, LLC (Wyoming County, WV)

17. Credit Line Deed of Trust, Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated effective as of September 1, 2016.

•

From Resource Energy, LLC (Xxxxx County, WV)

18.	Deposit Account Control Agreements

•

Atlas Barnet, LLC—Key Bank Account #359681331674

•

Atlas Barnet, LLC – Bank of America Account #4427669253

•

ARP Rangely Production, LLC – Bank of America Account #4451021906

•

Atlas Resource Partners Holdings, LLC—Key Bank Account #3596891303905

E-5

•

Atlas Resource Partners Holdings, LLC – Bank of America Account #4427669347

•

Atlas Resource Partners, L.P. – Xxxxx Fargo Account #4122247976

•

Atlas Resources, LLC – Bank of America Account #4427669295

•

Atlas Resources, LLC – Key Bank Account #359681127262 19. Securities Account Control Agreements

•

Atlas Resources, LLC – Xxxxx Fargo Account #3106-3000991435

E-6

EXHIBIT F

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, as contemplated hereby, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1. Assignor:

2. Assignee:
				[and is an Affiliate of a [identify Lender] / an Approved Fund]⁹

3. Borrower:				Titan Energy Operating, LLC

4. Administrative Agent: Xxxxx Fargo Bank, National Association, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Third Amended and Restated Credit Agreement, dated as of September 1, 2016 among Titan Energy Operating, LLC., as Borrower, Titan Energy, LLC, as Parent, each of the Lenders from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent

⁹	Select as applicable.

F-1

6. Assigned Interest:

Commitment Assigned

Aggregate Amount of
Commitment/Loans
for all Lenders

Amount of
Commitment/Loans
Assigned

Percentage Assigned
of
Commitment/Loans¹⁰

Effective Date: , 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

By:
Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
Title:

The undersigned hereby consent to the within assignment:¹¹


XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:
Name:
Title:

¹⁰	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹¹	Consents to be included to the extent required by Section 12.04(b) of the Credit Agreement.

F-2


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

X-0

XXXXX 0

XXXXXXXX XXXXX AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Parent, the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Parent, the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.04 of the Credit Agreement (including that it is not a Disqualified Lender) that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is a Non-US Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee, (vi) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vii) if it is not already a Lender under the Credit Agreement, attached to the Assignment and Assumption Agreement is a completed Administrative Questionnaire in the form provided by the Administrative Agent and (viii) subject to Section 12.04(b)(ii)(B) of the Credit Agreement, together with this Assignment and Assumption Agreement, the parties hereto have delivered to the Administrative Agent a processing and recordation fee of $3,500; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its

F-4

own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

F-5

EXHIBIT G

FORM OF RESERVE REPORT CERTIFICATE

[September]/[March] 1, 201[ ]

This Reserve Report Certificate (“Certificate”) is executed and delivered pursuant to Section 8.11(c) of that certain Third Amended and Restated Credit Agreement, dated as of September 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”) among Titan Energy Operating, LLC (the “Borrower”), Titan Energy, LLC, Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and the Lenders from time to time party thereto. Unless otherwise defined herein, all capitalized terms have the meanings set forth in the Credit Agreement.

The undersigned, a Responsible Officer of the Borrower, hereby certifies to the Administrative Agent and Lenders that in all material respects, to the best of the Responsible Officer’s knowledge:

(i) the information contained in the Reserve Report attached hereto as Attachment 1 to this Certificate (“Reserve Report”) and any other information delivered in connection therewith is true and correct, except that with respect to the projections in the Reserve Report, the Responsible Officer only represents that such projections were prepared in accordance with SEC regulations;

(ii) the representations and warranties contained in Section 7.17(a) and Section 7.17(b) of the Credit Agreement remain true and correct as of the date hereof;

(iii) except as set forth in Attachment 2 to this Certificate, on a net basis there are no gas imbalances or other prepayments made to the Borrower, any Restricted Subsidiary or any Designated Partnership with respect to the Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Restricted Subsidiary or any Designated Partnership to deliver and transfer ownership at some future time volumes of Hydrocarbons produced from such Oil and Gas Properties having a value (based on current prices) of more than $2,000,000 without receiving full payment therefor at the time of delivery of those Hydrocarbons;

(iv) except as listed in Attachment 3 to this Certificate, none of the Oil and Gas Properties of the Loan Parties or the Designated Partnerships have been sold since the date of the last Borrowing Base determination;

(v) attached hereto as Attachment 4 to this Certificate is a list of all marketing agreements entered into subsequent to the later of the Effective Date or the most recently delivered Reserve Report which the Borrower would have been obligated to list on Schedule 7.20 of the Credit Agreement had such agreement been in effect on the Effective Date; and

(vi) attached hereto as Attachment 5 to this Certificate is a schedule of the Oil and Gas Properties evaluated by the Reserve Report that are Mortgaged Properties demonstrating the percentage of the value of all Oil and Gas Properties evaluated in the Reserve Report (other than Designated Partnership Properties) as of the date hereof that the value of such Mortgaged Properties represents.

G-1

IN WITNESS WHEREOF, I have hereunto signed this Certificate as of the day of [Month], 201[ ].


TITAN ENERGY OPERATING, LLC

By:
Name:
Title:

G-2

ATTACHMENT 1

RESERVE REPORT

G-3

ATTACHMENT 2

GAS IMBALANCES, TAKE OR PAY, OR OTHER PREPAYMENTS

G-4

ATTACHMENT 3

OIL & GAS PROPERTIES SOLD

G-5

ATTACHMENT 4

MARKETING AGREEMENTS ENTERED INTO SUBSEQUENT TO [date]

G-6

ATTACHMENT 5

OIL & GAS PROPERTIES that are MORTGAGED PROPERTIES


Mortgaged Property Name		Percentage of the Borrowing Base that the value of Mortgaged Property represents

G-7

EXHIBIT H

FORM OF JOINDER AGREEMENT

This Joinder Agreement dated as of [ ] (this “Agreement”), is between [ ], a [ ] (the “New Guarantor”), and Xxxxx Fargo Bank, National Association, in its capacity as administrative agent under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”). Capitalized terms used in this Agreement without definition have the meanings assigned to those terms in the Guaranty, the Security Agreement, and the Credit Agreement.

RECITALS

A. Pursuant to a Third Amended and Restated Credit Agreement dated as of September 1, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), Titan Energy, LLC, a Delaware limited liability company (the “Parent”), the lenders party thereto from time to time (the “Lenders”), and the Administrative Agent, the Lenders agreed to make loans and other extensions of credit to the Borrower in an aggregate principal amount of up to the Maximum Credit Amounts.

B. The Borrower and/or one or more of its Subsidiaries may at any time and from time to time enter into one or more Secured Swap Agreements with one or more Secured Swap Providers (as defined in the Security Agreement, defined below).

C. The Borrower and/or one or more of its Subsidiaries may at any time and from time to time enter into an agreement in respect of Bank Products with a Bank Products Provider.

D. Pursuant to a Third Amended and Restated Guaranty dated as of September 1, 2016 (as amended, restated or otherwise modified from time to time, the “Guaranty”) made by the Parent and the Subsidiaries of the Borrower party thereto from time to time (the “Guarantors”) in favor of the Administrative Agent for the benefit of the Secured Creditors, the Guarantors have guaranteed the payment of the Indebtedness, and pursuant to a Third Amended and Restated Security Agreement dated as of September 1, 2016 (as amended, restated or otherwise modified from time to time, the “Security Agreement”) made by the Borrower, the Parent, the Subsidiaries of Borrower party thereto from time to time (together with the Borrower, the “Grantors”), and the Agent for the benefit of the Secured Creditors, the Grantors have granted security interests in the collateral described therein as security for the Indebtedness.

E. Section 4.14 of the Guaranty and Section 9.13 of the Security Agreement provide that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty and Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Agreement. The New Guarantor is executing this Agreement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty and a Grantor under the Security Agreement.

Accordingly, the Administrative Agent and the New Guarantor agree as follows:

1. In accordance with Section 4.14 of the Guaranty, the New Guarantor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if

H-1

originally named as a Guarantor in the Guaranty, and the New Guarantor hereby (a) ratifies, as of the date hereof, and agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty will be deemed to include the New Guarantor.

2. In accordance with Section 9.13 of the Security Agreement, the New Guarantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor, and the New Guarantor hereby (a) ratifies, as of the date hereof, and agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof. The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Guarantor. In furtherance of the foregoing, the New Guarantor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), hereby grants to the Administrative Agent, for the ratable benefit of the Secured Creditors, a security interest in all of the New Guarantor’s right, title and interest in, to and under the Collateral (as defined in the Security Agreement) of the New Guarantor. Each reference to a “Grantor” in the Security Agreement will be deemed to include the New Guarantor.

3. If required, the New Guarantor is, simultaneously with the execution of this Agreement, executing and delivering such Security Instruments (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

4. The New Guarantor represents and warrants to the Administrative Agent that:

(a) an executed (or conformed) copy of each of the Loan Documents, the Secured Swap Agreements and the Bank Products Agreements, if any, has been made available to a Responsible Officer of the New Guarantor and such Responsible Officer has a duty to and has read these documents, and has full notice and knowledge of the terms, conditions and effects thereof. The New Guarantor has, independently and without reliance upon any Secured Creditor or any information received from the Secured Creditors, and based upon such documents and information as the New Guarantor has deemed appropriate, made its own analysis of the transactions contemplated hereby and the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Indebtedness, and decision to enter into the Guaranty. The New Guarantor has received the advice of its attorney in entering into the Guaranty and the other Loan Documents to which it is a party. The New Guarantor has not relied and will not rely upon any representations or warranties of the Administrative Agent not embodied in the Guaranty or any acts heretofore or hereafter taken by the Administrative Agent (including but not limited to any review by the Administrative Agent of the affairs of Borrower). The New Guarantor has adequate means to obtain from the Borrower on a continuing basis information concerning the financial condition and assets of the Borrower, and the New Guarantor is not relying upon any Secured Creditor to provide (and no Secured Creditor will have a duty to provide) any such information to any Guarantor either now or in the future; and

(b) the representations and warranties set forth in Article VII of the Credit Agreement are incorporated herein by reference, the same as if stated verbatim herein as representations and warranties made by the New Guarantor, and the New Guarantor, jointly and severally represents and warrants that each of such representations and warranties are true and correct (which representations and warranties shall be deemed to have been renewed at the time of each Loan under the Credit Agreement); provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of Section 4(b), be deemed to be a reference to such New Guarantor’s knowledge.

H-2

5. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract.

6. Except as expressly supplemented by this Agreement, the Guaranty and the Security Agreement remain in full force and effect.

7. THIS AGREEMENT IS GOVERNED BY, AND WILL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. This Agreement is a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

9. The New Guarantor agrees to execute, acknowledge, deliver, file and record such further certificates, instruments and documents, and to do all other acts and things as may be requested by the Administrative Agent as necessary or advisable to carry out the intents and purposes of this Agreement, the Security Instruments and the Credit Agreement.

10. All communications and notices to the New Guarantor under the Guaranty and the Security Agreement must be in writing and given as provided in Section 4.1 of the Guaranty to the address for the New Guarantor set forth under its signature below.

11. The New Guarantor shall reimburse the Administrative Agent for its reasonable documented out of-pocket expenses in connection with this Agreement, including reasonable fees and documented expenses for legal services.

H-3

IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Joinder Agreement as of the day and year first above written.


[NAME OF NEW GUARANTOR]

By:
Name:
Title:

Address:



XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:
Name:
Title:

H-4

EXHIBIT I

FORM OF INTERCREDITOR AGREEMENT

EXECUTION VERSION

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

dated as of

September 1, 2016

among

TITAN ENERGY OPERATING, LLC,

as Borrower,

TITAN ENERGY, LLC,

as Parent,

EACH OF THE OTHER GRANTORS PARTY HERETO,

XXXXX FARGO BANK, N.A.,

as First Lien Collateral Agent,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Second Lien Collateral Agent

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		4

Section 1.01	Certain Defined Terms	4

Section 1.02	Other Defined Terms	4

Section 1.03	Terms Generally	14

ARTICLE II LIEN PRIORITIES		15

Section 2.01	Relative Priorities	15

Section 2.02	Prohibition on Contesting Liens	16

Section 2.03	No New Liens	16

Section 2.04	Similar Liens and Agreements	17

Section 2.05	Judgment Creditors	17

Section 2.06	Perfection of Liens	17

Section 2.07	No Debt Subordination	18

ARTICLE III ENFORCEMENT OF RIGHTS; MATTERS RELATING TO COLLATERAL		18

Section 3.01	Exercise of Rights and Remedies	18

Section 3.02	No Interference	21

Section 3.03	Rights as Unsecured Creditors	23

Section 3.04	Automatic Release of Second Priority Liens	23

Section 3.05	Notice of Exercise of Second Liens	24

Section 3.06	Insurance and Condemnation Awards	24

ARTICLE IV PAYMENTS		25

Section 4.01	Application of Proceeds	25

Section 4.02	Payment Over	25

Section 4.03	Certain Agreements with Respect to Unenforceable Liens	26

ARTICLE V BAILMENT		26

Section 5.01	Bailment for Perfection of Certain Security Interests	26

Section 5.02	Bailment for Perfection of Certain Security Interests – Other Control Collateral (Second Lien Collateral Agent)	27

ARTICLE VI INSOLVENCY PROCEEDINGS		28

Section 6.01	Finance and Sale Matters	00

-x-


Xxxxxxx 0.00	Xxxxxx from the Automatic Stay	30

Section 6.03	Reorganization Securities	30

Section 6.04	Post-Petition Interest	30

Section 6.05	Certain Waivers by the Second Lien Secured Parties	30

Section 6.06	Certain Voting Matters	30

Section 6.07	Separate Grants of Security and Separate Classification	31

ARTICLE VII OTHER AGREEMENTS		31

Section 7.01	Matters Relating to Loan Documents	31

Section 7.02	Effect of Refinancing of Indebtedness under First Lien Loan Documents	34

Section 7.03	No Waiver by First Lien Secured Parties	34

Section 7.04	Reinstatement	35

Section 7.05	Further Assurances	35

Section 7.06	Notice of Exercise of Remedies	35

ARTICLE VIII REPRESENTATIONS AND WARRANTIES		36

Section 8.01	Representations and Warranties of Each Party	36

Section 8.02	Representations and Warranties of Each Collateral Agent	36

ARTICLE IX NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE		36

Section 9.01	No Reliance; Information	36

Section 9.02	No Warranties or Liability	37

Section 9.03	Obligations Absolute	38

ARTICLE X MISCELLANEOUS		38

Section 10.01	Notices	38

Section 10.02	Conflicts	40

Section 10.03	Effectiveness; Survival	40

Section 10.04	Severability	40

Section 10.05	Amendments; Waivers	40

Section 10.06	Applicable Law; Jurisdiction; Consent to Service of Process	41

Section 10.07	Waiver of Jury Trial	41

Section 10.08	Parties in Interest	42

Section 10.09	Specific Performance	42

-ii-


Section 10.10	Headings	42

Section 10.11	Counterparts	42

Section 10.12	Provisions Solely to Define Relative Rights	42

Section 10.13	Sharing of Information	43

Section 10.14	No Indirect Actions	43

Section 10.15	Amendment and Restatement	43

-iii-

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of September 1, 2016 (this “Agreement”), among TITAN ENERGY OPERATING, LLC, a Delaware limited liability company (the “Borrower”), TITAN ENERGY, LLC, a Delaware limited liability company (the “Parent”), each of the other undersigned Grantors and the other Grantors from time to time party hereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (in such capacity, the “First Lien Collateral Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as agent for the Second Lien Lenders (in such capacity, the “Second Lien Collateral Agent”).

PRELIMINARY STATEMENT

On July 27, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its Subsidiaries (ARP and such Subsidiaries in such capacity, the “Debtors”) filed voluntary petitions with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) commencing their respective cases (the “Bankruptcy Proceedings”) under Chapter 11 of the Bankruptcy Code.

ARP and certain of its Subsidiaries have filed a Joint Prepackaged Chapter 11 Plan of Reorganization of Atlas Resource Partners, L.P. et al., Pursuant to Chapter 11 of the Bankruptcy Code (together with all exhibits and schedules thereto, the “Plan of Reorganization”) with the Bankruptcy Court, pursuant to which ARP and certain of its Subsidiaries expect to be reorganized and emerge from the Bankruptcy Proceedings. The Plan of Reorganization was confirmed by the Bankruptcy Court on August 26, 2016.

ARP, certain of its Subsidiaries, Xxxxx Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto are parties to that certain Second Amended and Restated Credit Agreement, dated as of July 31, 2013 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Prepetition First Lien Credit Agreement”), and certain other documents executed and delivered in connection therewith, in each case, as amended, amended and restated, supplemented or otherwise modified prior to the date hereof.

ARP, certain of its Subsidiaries, Wilmington Trust, National Association, as administrative agent, and the lenders from time to time party thereto are parties to that certain Second Lien Credit Agreement, dated as of February 23, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Prepetition Second Lien Credit Agreement”), and certain other documents executed and delivered in connection therewith, in each case, as amended, amended and restated, supplemented or otherwise modified prior to the date hereof.

ARP, Xxxxx Fargo Bank, National Association, as first lien collateral agent (the “Prepetition First Lien Collateral Agent”) and Wilmington Trust, National Association, as second lien collateral agent (the “Prepetition Second Lien Collateral Agent”), entered into that certain Intercreditor Agreement dated as of February 23, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Intercreditor Agreement”).

Contemporaneously with the execution and delivery hereof and pursuant to the Plan of Reorganization, the Prepetition First Lien Credit Agreement will be amended and restated in its entirety as the First Lien Credit Agreement (as defined below) and the Prepetition Second Lien Credit Agreement will be amended and restated in its entirety as the Second Lien Credit Agreement, pursuant to which the debt of ARP will be restructured and rearranged, and will be assumed by the Borrower.

The Borrower, the Parent, the lenders from time to time party thereto (the “First Lien Lenders”) and Xxxxx Fargo Bank, National Association, as the administrative agent (the “First Lien Administrative Agent”) have entered into the Third Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the “First Lien Credit Agreement”; provided, however, that no such Refinancing shall constitute a First Lien Credit Agreement if the agreement governing such Indebtedness expressly provides that it is not intended to be a First Lien Credit Agreement hereunder).

The Borrower, the Parent, the lenders from time to time party thereto (the “Second Lien Lenders”) and Wilmington Trust, National Association, as administrative agent (the “Second Lien Administrative Agent”) have entered into that certain Amended and Restated Second Lien Credit Agreement, dated the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”).

Pursuant to (i) the First Lien Credit Agreement, the Borrower has caused, and has agreed to cause certain current and future Subsidiaries to, and the Parent has agreed to (A) guarantee the First Lien Obligations pursuant to the Third Amended and Restated Guaranty Agreement, dated as of the date hereof (as amended, modified, supplemented or amended and restated from time to time, the “First Lien Guaranty Agreement”), among the Parent, each other Guarantor party thereto, and the First Lien Collateral Agent and (B) grant a security interest in favor of the First Lien Collateral Agent pursuant to the Third Amended and Restated Security Agreement, dated as of the date hereof (as amended, modified, supplemented or amended and restated from time to time, the “First Lien Collateral Agreement”) among the Parent, the Borrower, each other Guarantor party thereto, and the First Lien Collateral Agent and (ii) the Second Lien Credit Agreement, the Borrower has caused, and has agreed to cause, certain current and future Subsidiaries to, and the Parent shall (A) guarantee the Second Lien Obligations pursuant to the Amended and Restated Guaranty Agreement, dated as of the date hereof (as amended, modified, supplemented or amended and restated from time to time, the “Second Lien Guaranty Agreement”), among the Parent, each other Guarantor party thereto, and the Second Lien Collateral Agent and (B) grant a security interest in favor of the Second Lien Collateral Agent pursuant to the Security Agreement, dated as of the date hereof (as amended, modified, supplemented or amended and restated from time to time, the “Second Lien Collateral Agreement”) among the Borrower, each Guarantor party thereto, and the Second Lien Collateral Agent;

The obligations of (i) the Parent and the Borrower under the First Lien Credit Agreement, (ii) the Borrower, any Subsidiary Guarantor and/or any Subsidiary under any Secured Swap Agreements, (iii) the Borrower, any Guarantor and/or any Subsidiary under any Bank Products Agreements entered into with any Bank Products Bank, and (iv) the Borrower and the Subsidiary Guarantors under the First Lien Collateral Agreement will be secured on a first-priority basis by liens on substantially all the assets of the Parent, the Borrower and each Subsidiary (such current and future Subsidiaries of the Borrower providing a guaranty thereof, the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), pursuant to the terms of the First Lien Security Instruments;

The obligations of (i) the Parent and the Borrower under the Second Lien Credit Agreement, and (ii) the Borrower and the Guarantors under the Second Lien Collateral Agreement will be secured on a second-priority basis by liens on substantially all the assets of the Borrower and the Guarantors, pursuant to the terms of the Second Lien Security Instruments (as defined below);

The First Lien Loan Documents and the Second Lien Loan Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the First Lien Collateral Agent (on behalf of each First Lien Secured Party) and the Second Lien Collateral Agent (on behalf of each Second Lien Secured Party), intending to be legally bound, hereby agrees as follows:

RECITALS

A. The First Lien Lenders have agreed to make loans and other extensions of credit to the Borrower pursuant to the First Lien Credit Agreement on the condition, among others, that the First Lien Obligations (such term and each other capitalized term used but not defined in the preliminary statement or these recitals having the meaning given it in Article I) shall be secured by first priority Liens on, and security interests in, the First Lien Collateral.

B. The Second Lien Lenders have agreed to make loans to the Borrower pursuant to the Second Lien Credit Agreement on the condition, among others, that the Second Lien Obligations shall be secured by second priority Liens on, and security interests in, the Second Lien Collateral.

C. The Credit Agreements require, among other things, that the parties hereto set forth in this Agreement, among other things, their respective rights, obligations and remedies with respect to the Collateral.

D. The Borrower, the Prepetition First Lien Collateral Agent and the Prepetition Second Lien Collateral Agent now wish to amend and restate the Existing Intercreditor Agreement in its entirety, in part to reflect the assumption by the Borrower of the obligations of ARP under the Existing Intercreditor Agreement, subject to the terms and conditions set forth herein. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Intercreditor Agreement and that this Agreement re-evidence the obligations under the Existing Intercreditor Agreement as contemplated hereby.

Accordingly, the parties hereto agree to amend and restate the Existing Intercreditor Agreement in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms. Terms defined above shall have the meanings ascribed to them. Unless otherwise indicated, capitalized terms used but not defined herein shall have the meaning given such terms in the First Lien Credit Agreement as in the effect as of the date here or as amended in accordance with this Agreement; if not defined therein, such terms shall have the meaning given such terms in the Second Lien Credit Agreement as in the effect as of the date hereof or as amended in accordance with this Agreement. As used in this Agreement, the following terms shall have the following meanings:

Section 1.02 Other Defined Terms. As used in the Agreement, the following terms shall have the meanings specified below:

“Bank Products Agreement” shall mean each First Lien Loan Document pursuant to which a Bank Products Bank provides Bank Products (as defined in the First Lien Credit Agreement in effect as of the date hereof) to the Borrower or any of its Subsidiaries on a first lien basis.

“Bank Products Bank” shall mean each “Bank Products Provider”, as defined in the First Lien Credit Agreement.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereinafter in effect, or any successor statute.

“Bankruptcy Law” shall mean the Bankruptcy Code and any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law.

“Borrower” shall have the meaning assigned to such term in the preamble of this Agreement.

“Borrowing Base” shall have the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof; provided that the Borrowing Base may be modified in accordance with the procedures for modifying the Borrowing Base as set forth in the First Lien Credit Agreement as in effect on the date hereof.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Collateral” shall mean, collectively, the First Lien Collateral and the Second Lien Collateral.

“Collateral Agent” shall mean any First Lien Collateral Agent and/or any Second Lien Collateral Agent, as the context may require.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreements” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Credit Exposure” shall mean the Swap Termination Value under a Swap Agreement.

“Defaulting First Lien Secured Party” shall have the meaning assigned to such term in Section 3.01(d).

“DIP Financing” shall have the meaning assigned to such term in Section 6.01(a)(ii).

“DIP Financing Liens” shall have the meaning assigned to such term in Section 6.01(a)(ii).

“Discharge of First Lien Obligations” shall mean, subject to Section 7.02 and Section 7.04:

(a)

payment in full in cash of the principal of and accrued and unpaid interest (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding), expenses (including all legal fees) and premium, if any, on all Obligations outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

(b)

payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid;

(c)

expiration, termination or cash collateralization (in an amount and manner reasonably satisfactory to the First Lien Administrative Agent and the Issuing Bank, but in no event greater than 105% of the aggregate undrawn face amount) of all letters of credit issued and outstanding under the First Lien Credit Agreement;

(d)

payment in full in cash of the Credit Exposure of the Hedge Banks under each Secured Swap Agreement and all related fees, expenses and other amounts owed to the Hedge Banks in connection therewith (or, with respect to any particular Secured Swap Agreement, such other arrangements as have been made by the Borrower or Subsidiary Guarantor and the Hedge Bank who is a party to such Secured Swap Agreement (and communicated to the First Lien Collateral Agent) as provided in the First Lien Credit Agreement);

(e)

termination, assignment, novation, or collateralization of all First Lien Bank Products Obligations and other obligations associated therewith on terms satisfactory to the applicable Bank Products Bank in its sole discretion and consistent with the respective Bank Products Agreement related thereto; and

(f)

termination or expiration of all commitments to lend and all obligations to issue or extend letters of credit under the First Lien Credit Agreement.

“Discharge of Second Lien Obligations” shall mean:

(a)

payment in full in cash of the principal of and accrued and unpaid interest (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding), expenses (including all legal fees) and premium, if any, on all Obligations outstanding under the Second Lien Loan Documents and constituting Second Lien Obligations;

(b)

payment in full in cash of all other Second Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid; and

(c)

termination or expiration of all commitments, if any, to lend under the Second Lien Credit Agreement.

“Disposition” shall mean any sale, lease, exchange, transfer or other disposition. “Dispose” shall have a correlative meaning.

“Enforcement Action” shall mean any action to:

(a) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral under the First Lien Loan Documents or the Second Lien Loan Documents (including by way of setoff, recoupment, notification

of a public or private sale or other disposition pursuant to the UCC or other applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable);

(b) solicit bids from third Persons, approve bid procedures for any proposed disposition of Collateral, to conduct the liquidation or disposition of Collateral or engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of marketing, promoting, and selling Collateral, in each case under the First Lien Loan Documents or the Second Lien Loan Documents;

(c) receive a transfer of Collateral in satisfaction of Indebtedness under the First Lien Loan Documents or the Second Lien Loan Documents or any other Obligation secured thereby;

(d) otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the First Lien Loan Documents or Second Lien Loan Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses, exercising voting rights in respect of Equity Interests comprising Collateral, or instructing the Master General Partner to withdraw its ownership interest in a Participating Partnership as provided in Section 10.02(a)(iii) of the First Lien Credit Agreement in effect as of the date hereof); or

(e) the Disposition of Collateral by any Grantor pursuant to the First Lien Loan Documents or the Second Lien Loan Documents after the occurrence and during the continuation of an event of default under the First Lien Loan Documents or the Second Lien Loan Documents with the consent of the First Lien Collateral Agent (or First Lien Secured Parties) or the Second Lien Collateral Agent (or Second Lien Secured Parties), as applicable; provided that “Enforcement Action” will also be deemed to include the commencement of, or joinder in filing of a petition for commencement of, an Insolvency Proceeding against the owner of Collateral.

“Excess First Lien Obligations” shall mean any First Lien Capped Obligations that would constitute First Lien Obligations if not for the First Lien Cap Amount.

“First Lien Administrative Agent” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“First Lien Bank Products Obligations” shall mean any First Lien Obligations arising under any Bank Products Agreement.

“First Lien Cap Amount” shall mean, in respect of First Lien Obligations constituting First Lien Capped Obligations, the greater of (a) $440,000,000 and (b) if the PDP PV10 to Senior Secured Debt Ratio is greater than or equal to 1.10:1.00 at the time of the most recent determination of the Borrowing Base, an amount equal to the Borrowing Base under the First Lien Credit Agreement. For the avoidance of doubt, the

calculation of the “First Lien Cap Amount” refers only to the First Lien Capped Obligations and does not include obligations in respect of Secured Swap Agreements, Bank Products Agreements or any other liability constituting a part of the First Lien Obligations.

“First Lien Capped Obligations” shall mean the outstanding principal balance of loans extended pursuant to the First Lien Loan Documents and the face amount of outstanding letters of credit under the First Lien Loan Documents (including, without duplication, unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents).

“First Lien Collateral” shall mean all Property of any Grantor, whether real, personal or mixed, now or at any time hereafter subject to Liens securing any First Lien Obligations.

“First Lien Collateral Agent” shall have the meaning assigned to such term in the preamble of this Agreement.

“First Lien Collateral Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“First Lien Credit Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“First Lien Debt” shall mean the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the First Lien Loan Documents.

“First Lien Guaranty Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“First Lien Lenders” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“First Lien Loan Documents” shall mean the “Loan Documents”, as defined in the First Lien Credit Agreement and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation (including, without limitation, Secured Swap Agreements and Bank Products Agreements) , and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time in accordance with the provisions of this Agreement.

“First Lien Obligations” shall mean, subject to clause (c) hereof, the following:

(a) all “Indebtedness” (as such term is defined in the First Lien Credit Agreement) and other obligations outstanding under, and all other obligations in respect of, the First Lien Credit Agreement, the other First Lien Loan Documents, each Secured Swap Agreement and each Bank Products Agreement;

(b) to the extent any payment with respect to any First Lien Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Lien Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Lien Secured Parties and the Second Lien Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the First Lien Loan Documents are disallowed, disgorged or recharacterized by order of any court, including by order of a court of competent jurisdiction presiding over an Insolvency Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as between the First Lien Secured Parties and the Second Lien Secured Parties, be deemed to continue to accrue and be added to the amount to be calculated as the “First Lien Obligations”; and

(c) notwithstanding the foregoing (but solely for purposes of defining the respective rights and obligations between the First Lien Secured Parties and the Second Lien Secured Parties under this Agreement), if the sum of the First Lien Capped Obligations, is in excess of the First Lien Cap Amount, then only that portion of the First Lien Capped Obligations equal to the First Lien Cap Amount shall be included in First Lien Obligations, and interest, fees, reimbursement obligations and other amounts with respect to such Indebtedness and such letters of credit shall constitute and be entitled to the benefits accorded to First Lien Obligations only to the extent related to Indebtedness and face amounts of letters of credit so included in the First Lien Obligations. First Lien Capped Obligations in excess of the First Lien Cap Amount and all interest, fees and other Obligations related to such excess shall constitute Excess First Lien Obligations under this Agreement. Nothing in this clause (c) shall apply to, impair or have any affect whatsoever on, the obligations of the Borrower, the Parent or any other Grantor owing to (x) the First Lien Secured Parties under the First Lien Loan Documents or (y) to the Second Lien Secured Parties under the Second Lien Loan Documents.

“First Lien Required Lenders” shall mean the “Majority Lenders”, as defined in the First Lien Credit Agreement.

“First Lien Secured Parties” shall mean, at any time, (a) the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents and (b) the successors and assigns of each of the foregoing.

“First Lien Security Instruments” shall mean the “Security Instruments”, as defined in the First Lien Credit Agreement (including, without limitation, the First Lien Collateral Agreement and the First Lien Guaranty Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“First Priority Liens” shall mean all Liens on the First Lien Collateral securing the First Lien Obligations, whether created under the First Lien Security Instruments or acquired by possession, statute (including any judgment lien), operation of law, subrogation or otherwise.

“Governmental Authority” shall mean any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality, political subdivision or any entity or officer thereof exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Grantors” shall mean (a) the Borrower, (b) the Parent, (c) each other Person that shall have created or purported to create any First Priority Lien or Second Priority Lien on all or any part of its Property to secure any First Lien Obligations or any Second Lien Obligations, (d) each other Person that shall have provided a guaranty or other similar credit support for either the First Lien Obligations or the Second Lien Obligations and (e) each other Person that executes and delivers an assumption agreement pursuant to Section 7.05.

“Guarantors” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Hedge Bank” shall mean each Person party to a Secured Swap Agreement (as defined in the First Lien Credit Agreement in effect as of the date hereof).

“Indebtedness” shall mean all indebtedness for borrowed money; for the avoidance of doubt, “Indebtedness” shall not include reimbursement or other obligations in respect of letters of credit, Secured Swap Agreements or Bank Products Agreements.

“Insolvency Proceeding” shall mean:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets;

(c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Lien” shall mean any interest in Property securing an obligation owed to, or securing a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, charge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations granted to secure or evidence any such obligation or claim. For the purposes of this Agreement, a Grantor shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Loan Documents” shall mean the First Lien Loan Documents and the Second Lien Loan Documents.

“New First Lien Collateral Agent” shall have the meaning assigned to such term in Section 7.02.

“New First Lien Loan Documents” shall have the meaning assigned to such term in Section 7.02.

“New First Lien Obligations” shall have the meaning assigned to such term in Section 7.02.

“Obligations” shall mean the First Lien Obligations and the Second Lien Obligations.

“Other Pledged or Controlled Collateral” shall have the meaning assigned to such term in Section 5.02.

“PDP PV10 to Senior Secured Debt Ratio” shall have the meaning assigned to such term in the Second Lien Credit Agreement as in effect as of the date hereof.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pledged or Controlled Collateral” shall have the meaning assigned to such term in Article V.

“Post-Petition Interest” shall mean interest, fees, expenses and other charges that pursuant to the First Lien Loan Documents or the Second Lien Loan Documents, as applicable, continue to accrue pursuant to the First Lien Loan Documents or the Second Lien Loan Documents after the commencement of any Insolvency Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable, disgorged or recharacterized under the Bankruptcy Law or in any such Insolvency Proceeding.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including cash, securities, accounts and contract rights.

“Refinance” shall mean, in respect of any Obligations to concurrently refinance, extend, renew, defease, amend, modify, supplement, restructure, concurrently replace, concurrently refund or concurrently repay, or to concurrently issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part and limited to, in the case of First Lien Debt, to the First Lien Cap Amount, regardless of whether the principal amount of such Refinancing Indebtedness is the same, greater than or less than the principal amount of the Refinanced Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” shall mean indebtedness that Refinances First Lien Obligations or Second Lien Obligations pursuant to Article VII.

“Refinancing Notice” shall have the meaning assigned to such term in Section 7.02.

“Release” shall have the meaning assigned to such term in Section 3.04.

“Second Lien Administrative Agent” shall have the meaning assigned to such term in the preamble of this Agreement.

“Second Lien Collateral” shall mean all Property of any Grantor, whether real, personal or mixed, now or at any time hereafter subject to Liens securing any Second Lien Obligations.

“Second Lien Collateral Agent” shall have the meaning assigned to such term in the preamble of this Agreement.

“Second Lien Collateral Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Second Lien Credit Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Second Lien Guaranty Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Second Lien Lenders” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Second Lien Loan Documents” shall mean the “Loan Documents”, as defined in the Second Lien Credit Agreement and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of

Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time in accordance with the provisions of this Agreement.

“Second Lien Obligations” shall mean “Indebtedness”, as defined in the Second Lien Credit Agreement and all other obligations in respect of the Second Lien Credit Agreement and the other Second Lien Loan Documents. Second Lien Obligations shall include all interest (including PIK Interest as defined in the Second Lien Credit Agreement) accrued or accruing (or which would, absent commencement of an Insolvency Proceeding, accrue) after commencement of an Insolvency Proceeding in accordance with the rate specified in the relevant Second Lien Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding.

“Second Lien Permitted Actions” shall have the meaning assigned to such term in Section 3.01(a).

“Second Lien Required Secured Parties” shall mean the Second Lien Secured Parties holding more than 50% of the outstanding aggregate principal amount of the Second Lien Obligations.

“Second Lien Secured Parties” shall mean, at any time, (a) the holders of Second Lien Obligations at that time, including the Second Lien Lenders and the agents under the Second Lien Loan Documents and (b) the successors and assigns of each of the foregoing.

“Second Lien Security Instruments” shall mean the “Security Instruments”, as defined in the Second Lien Credit Agreement (including, without limitation, the Second Lien Collateral Agreement and the Second Lien Guaranty Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“Second Priority Liens” shall mean all Liens on the Second Lien Collateral securing the Second Lien Obligations, whether created under the Second Lien Security Instruments or acquired by possession, statute (including any judgment Lien), operation of law, subrogation or otherwise.

“Secured Swap Agreement” shall mean a “Secured Swap Agreement”, as defined in the First Lien Credit Agreement in effect as of the date hereof.

“Security Instruments” shall mean the First Lien Security Instruments and the Second Lien Security Instruments.

“Standstill Period” shall have the meaning assigned to such term in Section 3.02(a)(i).

“Subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned, Controlled or held by the parent or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of the Borrower.

“Subsidiary Guarantors” shall have the meaning assigned to such term in the preliminary statement of this Agreement.

“Swap Agreements” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act).

“Swap Termination Value” shall mean, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise:

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restriction or consent requirements with respect to, such amendments, supplements or modifications set forth herein or in any Loan Documents) and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof;

(b) any reference herein (i) to any Person shall be construed to include such Person’s successors and assigns and (ii) to the Borrower or any other Grantor shall be construed to include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor, as the case may be, in any Insolvency Proceeding;

(c) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d) all references herein to Articles or Sections shall be construed to refer to Articles or Sections of this Agreement; and

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE II

LIEN PRIORITIES

Section 2.01 Relative Priorities. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection of any Second Priority Lien or any First Priority Lien, (b) any provision of the UCC or any other applicable law or the provisions of any Security Instrument or any other Loan Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Loan Document, (d) the modification of a First Lien Loan Document or a Second Lien Loan Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or any other circumstance whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Obligation or a Second Lien Obligation or holder of such obligation, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby agrees that, so long as the Discharge of First Lien Obligations has not occurred:

(i) any First Priority Lien now or hereafter held by or for the benefit of any First Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens;

(ii) any Second Priority Lien now or hereafter held by or for the benefit of any Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens; and

(iii) the First Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens for all purposes, whether or not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or any other Person.

Section 2.02 Prohibition on Contesting Liens. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it will not, and hereby waives any right to, contest or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, perfection, validity or enforceability of any Second Priority Lien or any First Priority Lien, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Collateral Agent or any other First Lien Secured Party to enforce this Agreement.

Section 2.03 No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, each of the Parent and the Borrower shall not, and shall not permit any of its Subsidiaries to:

(a) grant or permit any additional Liens on any Property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a senior Lien on such Property to secure the First Lien Obligations; or

(b) grant or permit any additional Liens on any Property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a junior Lien on such Property to secure the Second Lien Obligations,

with each such Lien to be subject to the provisions of this Agreement.

To the extent that the provisions of this Section 2.03 are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

Notwithstanding anything in this Agreement to the contrary, prior to the Discharge of the First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the First Lien Credit Agreement without granting a Lien thereon to secure any Second Lien Obligations so long as the aggregate amount of such reimbursement obligations and all other First Lien Capped Obligations shall not exceed the First Lien Cap Amount and shall not exceed 105% of the reimbursement obligations in respect of such letters of credit issued.

Section 2.04 Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.04, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.02. In furtherance of the foregoing, the parties hereto agree:

(a) to cooperate in good faith in order to determine, upon any reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, the specific Property included in the First Lien Collateral and the Second Lien Collateral, the steps taken to perfect the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents;

(b) that the Second Lien Security Instruments shall be in all material respects in the same form as the First Lien Security Instruments, other than with respect to the first priority and second priority nature of the Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement; and

(c) that at no time shall there be any Guarantor in respect of the Second Lien Obligations that is not also a Guarantor in respect of the First Lien Obligations, and vice versa.

Section 2.05 Judgment Creditors. In the event that any Second Lien Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Liens and the First Lien Obligations) to the same extent as all other Liens securing the Second Lien Obligations are subject to the terms of this Agreement.

Section 2.06 Perfection of Liens. Except for the arrangements contemplated by Section 5.01, neither the First Lien Collateral Agent nor the First Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Second Lien Collateral Agent or the Second Lien Secured Parties. Neither the Second Lien Collateral Agent nor the Second Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the First Lien Collateral Agent or the First Lien Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Lien Secured Parties on the one hand and the Second Lien Secured Parties on the other hand and such provisions shall not impose on the First Lien Collateral Agent, the First Lien Secured Parties, the Second Lien Collateral Agent, the Second Lien Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior-perfected claims therein in favor of any other Person or any order or decree of any court or Governmental Authority or any applicable law.

Section 2.07 No Debt Subordination. Nothing contained in this Agreement is intended to subordinate any debt claim by a Second Lien Secured Party to a debt claim by a First Lien Secured Party. All debt claims of the First Lien Secured Parties and the Second Lien Secured Parties are intended to be pari passu. Nothing in this Agreement will affect the entitlement of any Second Lien Secured Party to receive and retain required payments of interest, principal, and other amounts in respect of a Second Lien Obligation, unless the receipt is expressly prohibited by, or results from the Second Lien Secured Party’s breach of, this Agreement.

ARTICLE III

ENFORCEMENT OF RIGHTS; MATTERS RELATING TO COLLATERAL

Section 3.01 Exercise of Rights and Remedies.

(a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right to (i) commence and maintain any Enforcement Action (including rights to set-off or credit bid, except that Second Lien Collateral Agent shall have the credit bid rights set forth in Section 3.01(a)(v)), (ii) subject to Section 3.04, make determinations regarding the release or Disposition of, or restrictions with respect to, the Collateral, and (iii) otherwise enforce the rights and remedies of a secured creditor under the UCC and Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve Discharge of First Lien Obligations are distributed in accordance with the UCC and applicable law, subject to the relative priorities described in Section 2.01, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing,

(i) in any Insolvency Proceeding, the Second Lien Collateral Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations;

(ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement;

(iii) the Second Lien Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement;

(iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03;

(v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); provided, however, in no event shall the bid pursuant to this Section 3.01(a)(v) be less than the amount in cash that would be necessary to purchase the First Lien Obligations pursuant to Section 3.01(d) hereof;

(vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions of this Agreement; and

(vii) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period;

(the actions described in clauses (i) through (vii) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law.

(b) In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed to the Second Lien Collateral Agent in accordance with the relative priorities described herein, subject to the UCC and other applicable law. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law.

(c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that (i) no covenant, agreement or restriction contained in any Second Lien Security Instrument or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents and (ii) the rights of any First Lien Secured Party to enforce any provision of this Agreement or any First Lien Loan Document will not be prejudiced or impaired by (A) any act or failure to act of any Grantor, any other First Lien Secured Party or the First Lien Collateral Agent, or (B) noncompliance by any Person other than such First Lien Secured Party with any provision of this Agreement, any First Lien Loan Document or any Second Lien Loan Document.

(d) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Obligations then outstanding under the First Lien Credit Agreement, (ii) the commencement of an Insolvency Proceeding, or (iii) a payment default with respect to any First Lien Obligations that has not been cured or waived within 60 days after the occurrence thereof, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such acceleration, passage of time following a payment default without cure or the commencement of an Insolvency Proceeding, as the case may be, to the First Lien Collateral Agent and the Borrower, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement in effect as of the date hereof)), all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Lien Secured Parties shall have paid to the First Lien Collateral Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of the First Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to 105% thereof, and (ii) Lender Swap Agreements that constitute First Lien Obligations, 105% of the aggregate Credit Exposure). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Second Lien Collateral Agent from time to time, the amount in cash that would be necessary so to purchase the First Lien Obligations. Each First Lien Secured Party will retain all rights to indemnification provided by the Borrower in the relevant First Lien Loan

Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 3.01. For the avoidance of doubt, the Second Lien Collateral Agent (on behalf of itself and the other Second Lien Secured Parties) hereby acknowledges and agrees that (A) the obligations of the First Lien Secured Parties to sell their respective First Lien Obligations under this Section 3.01(d) are several and not joint and several, (B) to the extent any First Lien Secured Party breaches its obligation to sell its First Lien Obligations under this Section 3.01(d) (a “Defaulting First Lien Secured Party”), nothing in this Section 3.01(d) shall be deemed to require the First Lien Collateral Agent or any other First Lien Secured Party to purchase such Defaulting First Lien Secured Party’s First Lien Obligations for resale to the Second Lien Secured Parties and (C) in all cases, the First Lien Collateral Agent and each First Lien Secured Party complying with the terms of this Section 3.01(d) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting First Lien Secured Party; provided that nothing in this last sentence of this Section 3.01(d) shall (x) require the Second Lien Secured Parties to purchase less than all of the First Lien Obligations or (y) prohibit the Second Lien Secured Parties from purchasing less than all of the First Lien Obligations if a First Lien Secured Party becomes a Defaulting First Lien Secured Party.

(e) In furtherance of the foregoing Section 3.01(d), the First Lien Collateral Agent promptly upon obtaining knowledge thereof (and in any event, within 3 Business Days) deliver notice to the Second Lien Collateral Agent of any payment default with respect to the First Lien Obligations; provided that the First Lien Collateral Agent’s failure to give such notice under this Section 3.01(f) shall not create any claim or cause of action on the part of any Second Lien Secured Party against the First Lien Collateral Agent for any reason whatsoever.

Section 3.02 No Interference.

(a) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Parties:

(i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, commence any Enforcement Action; provided, however, that the Second Lien Collateral Agent may, subject to the other provisions of this Agreement (including the turnover provisions of Article IV), enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to the First Lien Administrative Agent written notice of the earlier of (x) the date on which an Event of Default under any Second Lien Loan Document has occurred and (y) the date on which the Second Lien Obligations have been accelerated (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, except for Second Lien Permitted Actions, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party commence an Enforcement Action with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such Enforcement Action, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), an Enforcement Action with respect to any portion of the Collateral;

(ii) will not contest, protest or object to any Enforcement Action brought by the First Lien Collateral Agent or any other First Lien Secured Party, including any Enforcement Action by any First Lien Secured Party relating to the Collateral;

(iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any Enforcement Action with respect to the Collateral;

(iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any Enforcement Action with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral;

(v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise;

(vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law; and

(vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Lien Obligation or any First Lien Security Instrument, including this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement;

provided, however, that, in the case of clauses (i) through (vii) above, it is the intention of the parties hereto that the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties shall attach to any proceeds remaining from any such Enforcement Action taken by the First Lien Collateral Agent or any First Lien Secured Party in accordance with this Agreement after application of such proceeds to Discharge the First Lien Obligations.

Section 3.03 Rights as Unsecured Creditors. The Second Lien Collateral Agent and the other Second Lien Secured Parties may, in accordance with the terms of the Second Lien Loan Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Guarantor as unsecured creditors (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code prior to the end of the Standstill Period); provided that no such action is otherwise inconsistent with the terms of this Agreement. Nothing in this Agreement shall prohibit the acceleration of the Second Lien Obligations, the receipt by the Second Lien Collateral Agent or any other Second Lien Secured Party of the required payments of principal, premium, interest , fees and other amounts due under the Second Lien Loan Documents so long as such receipt is not the direct or indirect result of the enforcement or exercise by the Second Lien Collateral Agent or any other Second Lien Secured Party of rights or remedies as a secured creditor (including any right of setoff) or enforcement in contravention of this Agreement of any Second Priority Lien (including any judgment Lien resulting from the exercise of remedies available to an unsecured creditor).

Section 3.04 Automatic Release of Second Priority Liens.

(a) If, in connection with (i) any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents other than pursuant to an Enforcement Action or (ii) an Enforcement Action, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, (x) releases any of the First Priority Liens, or (y) releases any Guarantor (other than the Parent) from its obligations under its guarantee of the First Lien Obligations (in each case, a “Release”), other than any such Release granted after the occurrence of the Discharge of First Lien Obligations, then the Second Priority Liens on such Collateral, and the obligations of such Guarantor under its guarantee of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released, and the Second Lien Collateral Agent shall, for itself and on behalf of the other Second Lien Secured Parties, promptly execute and deliver to the First Lien Collateral Agent, the relevant Grantor or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or the relevant Grantor or Guarantor may reasonably request to effectively confirm such Release; provided that, (i) in the case of a Disposition of Collateral (other than any such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral), the Second Priority Liens shall not be so released if such Disposition is not permitted under the terms of the Second Lien Loan Documents, and (ii) any proceeds received from such Disposition in connection with an Enforcement Action taken in connection with the First Lien Obligations with respect to the Collateral shall be applied by the First Lien Collateral Agent to the First Lien Obligations.

(b) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 3.04 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 3.04 (including any endorsements or other instruments of transfer or release), which appointment is irrevocable and coupled with an interest.

Section 3.05 Notice of Exercise of Second Liens. Each Second Lien Lender agrees that upon termination of the Standstill Period or such longer period as provided in Section 3.02(a), if any Second Lien Lender or the Second Lien Collateral Agent or other representative of such Second Lien Lender intends to commence any Enforcement Action, then such Second Lien Lender or the Second Lien Collateral Agent or other representative shall promptly deliver notice thereof in writing to the First Lien Collateral Agent. Any such notice may be given during the Standstill Period.

Section 3.06 Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, (c) third, after the Discharge of First Lien Obligations and if no Second Lien Obligations are outstanding, paid to the First Lien Collateral Agent in respect of any Excess First Lien Obligations, and (d) fourth, if no Second Lien Obligations are outstanding, be paid to the owner of the subject Property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

ARTICLE IV

PAYMENTS

Section 4.01 Application of Proceeds. Until the Discharge of First Lien Obligations and the Discharge of the Second Lien Obligation, and regardless of whether an Insolvency Proceeding has been commenced, any Collateral or proceeds thereof received by the First Lien Collateral Agent or the Second Lien Collateral Agent in connection with any Disposition of, or collection on, such Collateral following an Enforcement Action shall be applied: first, to the payment in full in cash or cash collateralization (in an amount and manner reasonably satisfactory to the First Lien Administrative Agent and the Issuing Bank, but in no event greater than 105% of the aggregate undrawn face amount of all letters of credit issued and outstanding under the First Lien Credit Agreement) of all First Lien Obligations that are not Excess First Lien Obligations; second, to the payment in full in cash of the Second Lien Obligations; and third, to the payment in full in cash of any Excess First Lien Obligations, in each case as specified in the First Lien Loan Documents or the Second Lien Loan Documents, as applicable. Notwithstanding the foregoing, any non-cash Collateral or non-cash proceeds will be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall deliver any remaining Collateral and any proceeds thereof then held by it in the same form as received, together with any necessary endorsements, first, to the Second Lien Collateral Agent, and second, upon the Discharge of the Second Lien Obligations, to the Borrower or as a court of competent jurisdiction may otherwise direct.

Section 4.02 Payment Over. So long as the Discharge of First Lien Obligations has not occurred, any Collateral, or any proceeds thereof or payment with respect thereto (together with Property or proceeds subject to Liens referred to in the final sentence of Section 2.03), received by the Second Lien Collateral Agent or any other Second Lien Secured Party in connection with any Disposition of, or collection on, such Collateral upon the enforcement or the exercise of any right or remedy (including any right of setoff) with respect to the Collateral, shall be segregated and held in trust and forthwith transferred or paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the purpose of carrying out the provisions of this Section 4.02 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02, which appointment is irrevocable and coupled with an interest.

Section 4.03 Certain Agreements with Respect to Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding a determination is made that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent and the Second Lien Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the Property intended to constitute such Collateral or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until such time as the Discharge of First Lien Obligations has occurred. Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, hereby appoints the First Lien Collateral Agent, and any officer or agent of the First Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.03 and taking any action and executing any instrument that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 4.03, which appointment is irrevocable and coupled with an interest.

ARTICLE V

BAILMENT

Section 5.01 Bailment for Perfection of Certain Security Interests.

(a) The First Lien Collateral Agent agrees that if it shall at any time hold a First Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the First Lien Collateral Agent, or of agents or bailees of the First Lien Collateral Agent (such Collateral being referred to herein as the “Pledged or Controlled Collateral”), the First Lien Collateral Agent shall, solely for the purpose of perfecting the Second Priority Liens granted under the Second Lien Loan Documents and subject to the terms and conditions of this Article V, also hold such Pledged or Controlled Collateral as bailee and agent for the Second Lien Collateral Agent (such bailment or agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(A)(2) and 9-313(C) of the UCC). The First Lien Collateral Agent shall not charge the Second Lien Secured Parties a fee for holding such Collateral as bailee pursuant hereto.

(b) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of this Agreement and the other First Lien Loan Documents as if the Second Priority Liens did not exist until the expiration of the

Standstill Period or such longer period as provided under Section 3.02(a). The obligations and responsibilities of the First Lien Collateral Agent to the Second Lien Collateral Agent and the other Second Lien Secured Parties under this Article V shall be limited solely to holding or controlling the Pledged or Controlled Collateral as bailee in accordance with this Article V. Without limiting the foregoing, the First Lien Collateral Agent shall have no obligation or responsibility to ensure that any Pledged or Controlled Collateral is genuine or owned by any of the Grantors. The First Lien Collateral Agent acting pursuant to this Article V shall not, by reason of this Agreement, any other Security Instrument or any other document, have a fiduciary relationship in respect of any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party.

(c) Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall transfer the possession and control of the Pledged or Controlled Collateral, together with any necessary endorsements but without recourse or warranty (other than a representation of the First Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such Pledged or Controlled Collateral), (i) if the Second Lien Obligations are outstanding at such time, to the Second Lien Collateral Agent, and (ii) if no Second Lien Obligations are outstanding at such time, to the applicable Grantor or to whomever shall be entitled thereto, in each case so as to allow such Person to obtain possession and control of such Pledged or Controlled Collateral. In connection with any transfer under clause (i) of the immediately preceding sentence, subject to the provisions of Section 5.01(d), the First Lien Collateral Agent agrees to take all actions in its power as shall be reasonably requested by the Second Lien Collateral Agent or any Second Lien Secured Party to permit the Second Lien Collateral Agent to obtain, for the benefit of the Second Lien Secured Parties, a first priority security interest in the Pledged or Controlled Collateral.

(d) The First Lien Collateral Agent shall not be required to take any such action requested by the Second Lien Collateral Agent that the First Lien Collateral Agent reasonably and in good faith believes exposes it to personal liability for expenses or other amounts unless the First Lien Collateral Agent receives an indemnity reasonably satisfactory to it from the Second Lien Collateral Agent or Second Lien Secured Parties with respect to such action.

Section 5.02 Bailment for Perfection of Certain Security Interests – Other Control Collateral (Second Lien Collateral Agent). Each of the Second Lien Collateral Agent, each Second Lien Lender and each First Lien Lender agrees that if it shall at any time hold a Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of the Second Lien Collateral Agent, such Second Lien Lender or such First Lien Lender or of their respective agents or bailees (such Collateral being referred to herein as the “Other Pledged or Controlled Collateral”), such Second Lien Collateral Agent, Second Lien Lender or First Lien Lender, as applicable, shall, solely for the purpose of perfecting the First Priority Liens granted under the First Lien Loan Documents and the Second Priority Liens granted under the Second Lien Loan Documents, also hold such Other Pledged or Controlled Collateral as bailee for the First Lien Collateral Agent and, in the case of a Second Lien Lender or a First Lien Lender, also hold such Other Pledged or Controlled Collateral as bailee for the Second Lien Collateral Agent. No obligations shall be imposed on the Second Lien Collateral Agent, any First Lien Lender or Second Lien Lender by reason of this Section 5.02, and none of the First Lien Collateral Agent, Second Lien Collateral Agent, First Lien Lender or Second Lien Lender shall have a fiduciary relationship in respect of any other party. No party shall be required to take any action requested by any other party that such party reasonably and in good faith believes exposes it to personal liability for expenses or other amounts unless such party receives an indemnity satisfactory to it from the party requesting action. No Second Lien Lender, First Lien Lender or Second Lien Collateral Agent shall charge the First Lien Collateral Agent a fee for holding such Collateral as bailee pursuant hereto.

ARTICLE VI

INSOLVENCY PROCEEDINGS

Section 6.01 Finance and Sale Matters.

(a) Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, in the event of any Insolvency Proceeding, the Second Lien Secured Parties:

(i) will not oppose or object to the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall oppose or object to such use of cash collateral;

(ii) will not oppose or object to any post-petition financing, whether provided by the First Lien Secured Parties or any other Person, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), or the Liens securing any DIP Financing (“DIP Financing Liens”), unless the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall then oppose or object to such DIP Financing or such DIP Financing Liens, and, to the extent that such DIP Financing Liens are senior to, or rank pari passu with, the First Priority Liens, the Second Lien Collateral Agent will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Priority Liens to the First Priority Liens and the DIP Financing Liens on the terms of this Agreement;

(iii) will agree that any customary “carve-out” or other similar administrative priority expense or claim consented to in writing by First Lien Collateral Agent to be paid prior to the Discharge of First Lien Obligations be deemed for purposes of Section 6.01(a): (A) to be a use of cash collateral; and (B) not to be a principal amount of DIP Financing at the time of such consent;

(iv) will not provide DIP Financing to a Borrower or other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations;

(v) except to the extent permitted by paragraph (b) of this Section 6.01, in connection with the use of cash collateral as described in clause (i) above or a DIP Financing, will not request adequate protection or any other relief in connection with such use of cash collateral, DIP Financing or DIP Financing Liens; and

(vi) will not oppose or object to any Disposition of any Collateral free and clear of the Second Priority Liens or other claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the First Lien Secured Parties, or a representative authorized by the First Lien Secured Parties, shall consent to such Disposition so long as the interests of the Second Lien Secured Parties in the Collateral (and any post-petition Property subject to adequate protection liens, if any, in favor of the Second Lien Collateral Agent) attach to the proceeds thereof, subject to the terms of this Agreement.

(b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall contest, or support any other Person in contesting, (i) any request by the First Lien Collateral Agent or any other First Lien Secured Party for adequate protection or (ii) any objection, based on a claim of a lack of adequate protection, by the First Lien Collateral Agent or any other First Lien Secured Party to any motion, relief, action or proceeding. Notwithstanding the immediately preceding sentence, if, in connection with any DIP Financing or use of cash collateral, (A) any First Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the Second Lien Collateral Agent may, for itself and on behalf of the other Second Lien Secured Parties, seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the First Priority Liens and DIP Financing Liens on the same basis as the other Second Priority Liens are subordinated to the First Priority Liens under this Agreement or (B) any Second Lien Secured Party is granted adequate protection in the form of a Lien on additional collateral, the First Lien Collateral Agent shall, for itself and on behalf of the other First Lien Secured Parties, be granted adequate protection in the form of a Lien on such additional collateral that is senior to such Second Priority Lien as security for the First Lien Obligations.

(c) Notwithstanding the foregoing, the applicable provisions of Section 6.01(a) and (b) shall only be binding on the Second Lien Secured Parties with respect to any DIP Financings to the extent that the sum of (i) the aggregate principal amount of the DIP Financing plus (ii) the aggregate amount of Indebtedness for borrowed money constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents plus (iii) the aggregate face amount of any letters of credit issued and outstanding under the First Lien Credit Agreement does not exceed the sum of (A) the First Lien Cap Amount plus (B) $90,000,000.

Section 6.02 Relief from the Automatic Stay. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, so long as the Discharge of First Lien Obligations has not occurred, no Second Lien Secured Party shall, without the prior written consent of the First Lien Collateral Agent, seek or request relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding in respect of any part of the Collateral, any proceeds thereof or any Second Priority Lien.

Section 6.03 Reorganization Securities. If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any Property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the First Lien Obligations and the Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same Property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Section 6.04 Post-Petition Interest.

(a) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no Second Lien Secured Party shall oppose or seek to challenge any claim by the First Lien Collateral Agent or any other First Lien Secured Party for allowance in any Insolvency Proceeding of First Lien Obligations consisting of Post-Petition Interest.

(b) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Agent or any other Second Lien Secured Party for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of Post-Petition Interest.

Section 6.05 Certain Waivers by the Second Lien Secured Parties. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, waives any claim any Second Lien Secured Party may hereafter have against any First Lien Secured Party arising out of (a) the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, or (b) any use of cash collateral or financing arrangement, or any grant of a security interest in the Collateral, in any Insolvency Proceeding.

Section 6.06 Certain Voting Matters. Each of the First Lien Collateral Agent, on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, agrees that, without the written consent of the other, it will not seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency Proceeding. Except as provided in this Section 6.06, nothing in this Agreement is intended, or shall be construed, to limit the ability of the Second Lien Collateral Agent or the Second Lien Secured Parties to vote on any plan of reorganization.

Section 6.07 Separate Grants of Security and Separate Classification. Each of the First Lien Collateral Agent, on behalf of the First Lien Secured Parties and the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, acknowledges and agrees that (a) the grants of Liens pursuant to the First Lien Loan Documents and the Second Lien Loan Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the First Lien Lenders and Second Lien Lenders in respect of the Collateral constitute only one secured claim (rather than separate classes of first lien and second lien senior secured claims), then the Second Lien Lenders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of first lien and second lien senior secured claims against the Borrower and/or other Grantors in respect of the Collateral with the effect being that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Lenders), the First Lien Lenders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest before any distribution is made in respect of the claims held by the Second Lien Lenders and (ii) the Second Lien Lenders hereby acknowledge and agree to turn over to the First Lien Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Lenders.

ARTICLE VII

OTHER AGREEMENTS

Section 7.01 Matters Relating to Loan Documents.

(a) The First Lien Loan Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Obligations under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided (1) that any such amendment, supplement or modification is not inconsistent with the terms of this Agreement and, (2) in the case of a Refinancing, the holders of such Refinancing debt bind themselves in a writing addressed to the Second Lien Collateral Agent to the terms of this Agreement; provided, further, that any such amendment, supplement, modification or Refinancing shall not, without the consent of the Second Lien Required Secured Parties:

(i) contravene the provisions of this Agreement;

(ii) increase the then-outstanding principal amount of the Indebtedness outstanding under the First Lien Credit Agreement to an amount in excess of the First Lien Cap Amount;

(iii) amend or modify any lien and/or payment priorities within any First Lien Loan Document among the First Lien Obligations (including creation of any “first-out” or “last-out” tranche of First Lien Obligations);

(iv) modify a covenant or event of default that directly restricts one or more Grantors from making payments under the Second Lien Loan Documents that would otherwise be permitted under the First Lien Loan Documents as in effect on the date hereof;

(v) increase the interest rate or yield, including by increasing the “applicable margin” or similar component of the interest rate, by imposing fees or premiums, or by modifying the method of computing or paying interest, or modify or implement any letter of credit, commitment, facility, utilization, make-whole or similar fee so that the yield on such Indebtedness is increased by more than 2.75% per annum in excess of the total yield on Indebtedness outstanding thereunder as in effect on the date hereof (excluding increases (A) in the underlying reference rate not caused by any amendment, supplement, modification, or Refinancing of the First Lien Credit Agreement, or (B) resulting from the accrual of interest at the default rate);

(vi) directly or indirectly amend or modify the definition of Borrowing Base or Section 2.07 of the First Lien Credit Agreement in each case in effect as of the date hereof in a manner that is not customary for the commercial bank market at the time of such amendment, supplement, modification or Refinancing;

(vii) add to the First Lien Collateral other than as specifically provided by this Agreement;

(viii) change any default or event of default thereunder in a manner that would have the effect of making such default or event of default more restrictive than those under the Second Lien Loan Documents;

(ix) change (to earlier dates) any dates upon which payments of principal are due thereon; or

(x) modify (or undertake any action having the effect of a modification of) (A) the mandatory prepayment provisions of the First Lien Credit Agreement in a manner materially adverse to the Second Lien Lenders or (B) clause (iv) of the definition of “Consolidated Cash Balance”, Section 3.04(c)(v), Section 9.02(i) or Section 9.04(b) of the First Lien Credit Agreement in manner adverse to the Second Lien Lenders.

(b) Until the Discharge of the First Lien Obligations occurs, without the prior written consent of the First Lien Required Lenders, no Second Lien Loan Document may

be amended, restated, supplemented or otherwise modified, or entered into, or Refinanced (unless such amendment, restatement or replacement results in the Second Lien Obligations becoming unsecured or such Refinancing is with unsecured Indebtedness, in each case, to the extent permitted by Section 9.02(i) of the First Lien Credit Agreement as in effect on the date hereof) to the extent such amendment, restatement, supplement or modification, or the terms of such new Second Lien Loan Document, or such Refinancing would:

(i) contravene the provisions of this Agreement;

(ii) add to the Second Lien Collateral other than as specifically provided by this Agreement;

(iii) change any default or event of default thereunder in a manner that would have the effect of making such default or event of default more restrictive than those under the First Lien Loan Documents;

(iv) change (to earlier dates) any dates upon which payments of principal are due thereon;

(v) modify (or undertake any action having the effect of a modification of) (A) the mandatory prepayment provisions of the Second Lien Credit Agreement in a manner materially adverse to the First Lien Lenders or (B) Section 3.04(c)(i) or Section 3.04(c)(iv) of the Second Lien Credit Agreement in a manner adverse to the First Lien Lenders;

(vi) modify a covenant or event of default that directly restricts one or more Grantors from making payments under the First Lien Loan Documents that would otherwise be permitted under the Second Lien Loan Documents as in effect on the date hereof;

(vii) increase the interest rate or yield, including by increasing the “applicable margin” or similar component of the interest rate, by imposing fees or premiums, or by modifying the method of computing or paying interest, or modify or implement any letter of credit, commitment, facility, utilization, make-whole or similar fee so that the yield on such Indebtedness is increased by more than 2.75% per annum in excess of the total yield on Indebtedness outstanding thereunder as in effect on the date hereof (excluding increases (A) in the underlying reference rate not caused by any amendment, supplement, modification, or Refinancing of the Second Lien Credit Agreement, or (B) resulting from the accrual of interest at the default rate); or

(c) Each of the Borrower and the Second Lien Collateral Agent agrees that the Second Lien Credit Agreement and each Second Lien Security Instrument shall contain the applicable provisions set forth on Annex I hereto, or similar provisions approved by the First Lien Collateral Agent, which approval shall not be unreasonably withheld, conditioned or delayed.

(d) Notwithstanding anything herein to the contrary, no consent, waiver or amendment to any First Lien Security Instrument or any Second Lien Security Instrument shall become effective unless consented to by both the First Lien Required Lenders and the Second Lien Required Secured Parties.

Section 7.02 Effect of Refinancing of Indebtedness under First Lien Loan Documents. If, substantially contemporaneously with the Discharge of First Lien Obligations and subject to consent of the Second Lien Required Secured Parties, the Borrower Refinances the First Lien Obligations (including an increase thereof (up to the First Lien Cap Amount), or any change to the terms thereof to the extent permitted by Section 7.01 hereof) and provided that (a) such Refinancing is permitted hereby, (b) the Borrower gives to the Second Lien Collateral Agent written notice (the “Refinancing Notice”) electing the application of the provisions of this Section 7.02 to such Refinancing Indebtedness and (c) the collateral agent representing such Refinancing of the First Lien Obligations signs an intercreditor agreement with the Second Lien Collateral Agent substantially in the form of this Agreement, then (i) such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, (ii) such Refinancing Indebtedness and all other obligations under the loan documents evidencing such indebtedness (the “New First Lien Obligations”) shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, (iii) the credit agreement and the other loan documents evidencing such Refinancing Indebtedness (the “New First Lien Loan Documents”) shall automatically be treated as the First Lien Credit Agreement and the First Lien Loan Documents and, in the case of New First Lien Loan Documents that are security documents, as the First Lien Security Instruments for all purposes of this Agreement, (iv) the Collateral Agent under the New First Lien Loan Documents (the “New First Lien Collateral Agent”) shall be deemed to be the First Lien Collateral Agent for all purposes of this Agreement and (v) the lenders under the New First Lien Loan Documents shall be deemed to be the First Lien Lenders for all purposes of this Agreement. Upon receipt of a Refinancing Notice, which notice shall include the identity of the New First Lien Collateral Agent, the Second Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New First Lien Collateral Agent may reasonably request in order to provide to the New First Lien Collateral Agent the rights and powers contemplated hereby, in each case consistent in all respects with the terms of this Agreement. The Borrower shall cause the agreement, document or instrument pursuant to which the New First Lien Collateral Agent is appointed to provide that the New First Lien Collateral Agent agrees to be bound by the terms of this Agreement. In furtherance of Section 2.03, if the New First Lien Obligations are secured by Property of the Grantors that do not also secure the Second Lien Obligations, the applicable Grantors shall promptly grant a Second Priority Lien on such Property to secure the Second Lien Obligations.

Section 7.03 No Waiver by First Lien Secured Parties. Other than with respect to the Second Lien Permitted Actions and as may otherwise be expressly provided herein, nothing contained herein shall prohibit or in any way limit the First Lien Collateral Agent or any other First Lien Secured Party from opposing, challenging or

objecting to, in any Insolvency Proceeding or otherwise, any action taken, or any claim made, by the Second Lien Collateral Agent or any other Second Lien Secured Party, including any request by the Second Lien Collateral Agent or any other Second Lien Secured Party for adequate protection or any exercise by the Second Lien Collateral Agent or any other Second Lien Secured Party of any of its rights and remedies under the Second Lien Loan Documents or otherwise.

Section 7.04 Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the First Lien Obligations previously made shall be rescinded for any reason whatsoever, then the First Lien Obligations shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the First Lien Secured Parties and the Second Lien Secured Parties provided for herein.

Section 7.05 Further Assurances. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and each of the Parent and the Borrower, for itself and on behalf of its Subsidiaries that are Grantors, agrees that it will execute, or will cause to be executed, any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request, to effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. The parties further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence. Each Grantor party hereto agrees to cause each of its Subsidiaries formed or acquired after the date hereof that is a Grantor to become a party for all purposes of this Agreement by executing and delivering an assumption agreement in form and substance acceptable to the First Lien Collateral Agent and the Second Lien Collateral Agent.

Section 7.06 Notice of Exercise of Remedies. Subject to the terms of this Agreement, each of the First Lien Collateral Agent and the Second Lien Collateral Agent shall endeavor to provide advance notice to each other of an acceleration of any Obligations in respect of the First Lien Obligations or the Second Lien Obligations, as the case may be (other than with respect to any automatic accelerations thereunder); provided, however, neither party’s failure to give such notice under this Section 7.06 shall create any claim or cause of action on the part of the other party against the party failing to give such notice for any reason whatsoever. Nothing contained in this Section 7.06 shall limit, restrict, alleviate, or amend any notice requirement otherwise provided in this Agreement or otherwise required under applicable law.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

Section 8.01 Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows:

(a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

(c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority and (ii) will not violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of such party or any order of any Governmental Authority or any provision of any indenture, agreement or other instrument binding upon such party.

Section 8.02 Representations and Warranties of Each Collateral Agent. Each Collateral Agent represents and warrants to the other parties hereto that it has been authorized by the Lenders under and as defined in the First Lien Loan Documents or the Second Lien Loan Documents, as applicable, to enter into this Agreement.

ARTICLE IX

NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE

Section 9.01 No Reliance; Information. Each Collateral Agent, for itself and on behalf of the applicable other Secured Parties, acknowledges that (a) it and such Secured Parties have, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they have deemed appropriate, made their own credit analyses and decisions to enter into the Loan Documents to which they are party and (b) it and such Secured Parties will, independently and without reliance upon, in the case of the First Lien Secured Parties, any Second Lien Secured Party and, in the case of the Second Lien Secured Parties, any First Lien Secured Party, and based on such documents and information as they shall from time to time deem appropriate, continue to make their own credit decisions in taking or not taking any action under this Agreement or any other Loan Document to which they are party. The First Lien Secured Parties and the Second Lien Secured Parties shall have no duty to disclose to any Second Lien Secured Party or

to any First Lien Secured Party, respectively, any information relating to the Borrower or any of its Subsidiaries, or any other circumstance bearing upon the risk of nonpayment of any of the First Lien Obligations or the Second Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any First Lien Secured Party or any Second Lien Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to, respectively, any Second Lien Secured Party or any First Lien Secured Party, it shall be under no obligation (i) to make, and shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion or (iii) to undertake any investigation.

Section 9.02 No Warranties or Liability.

(a) The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

(b) The Second Lien Collateral Agent and the other Second Lien Secured Parties shall have no express or implied duty to the First Lien Collateral Agent or any other First Lien Secured Party, and the First Lien Collateral Agent and the other First Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Agent or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default under any First Lien Loan Document and any Second Lien Loan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with.

(c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent or any other Second Lien Secured Party, and hereby waives any claim against any First Lien Secured Party, arising out of any and all actions which the First Lien Collateral Agent or the other First Lien Secured Parties may take or permit or omit to take with respect to (i) the First Lien Loan Documents (other than this Agreement), (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral.

Section 9.03 Obligations Absolute. The Lien priorities provided for herein and the respective rights, interests, agreements and obligations hereunder of the First Lien Collateral Agent and the other First Lien Secured Parties and the Second Lien Collateral Agent and the other Second Lien Secured Parties shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Loan Document;

(b) subject to the limitations set forth in Section 7.01, any change in the time, place or manner of payment of, or in any other term of (including the Refinancing of), all or any portion of the First Lien Obligations or the Second Lien Obligations, it being specifically acknowledged that a portion of the First Lien Obligations consists or may consist of Obligations that are revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed;

(c) subject to the limitations set forth in Section 7.01, any change in the time, place or manner of payment of, or, in any other term of, all or any portion of the First Lien Obligations or the Second Lien Obligations;

(d) any amendment, waiver or other modification, whether by course of conduct or otherwise, of any Loan Document;

(e) the securing of any First Lien Obligations or Second Lien Obligations with any additional collateral or guaranty agreements, or any exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral or any release of any guaranty securing any First Lien Obligations or Second Lien Obligations; or

(f) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Borrower or any other Loan Party in respect of the First Lien Obligations, or the Second Lien Obligations or this Agreement, or any of the Second Lien Secured Parties in respect of this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.01 Notices. (a) Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, or delivered by electronic mail to the electronic mail address, as follows:

(i) if to the Borrower or any other Grantor, to it at Titan Energy Operating, LLC, 000 Xxxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, XX, Attn: Xxxxx Xxxxx, Email: xxxxxx@xxxxxxxxxxx.xxx; and Xxxxxxxxx Xxxxxx, Email: xxxxxxx@xxxxxxxxxxx.xxx;

(ii) if to the First Lien Collateral Agent, to it at Xxxxx Fargo Bank, National Association, 0000 Xxxx X.X. Xxxxxx Xxxx. 1^st Floor, MAC D1109-019, Charlotte, North Carolina 28262-8522, Attn: Agency Services (Facsimile No. (000) 000-0000), with a copy to Xxxxx Fargo Bank, National Association, 0000 Xxxx Xxxxxx, Xxxxx 0000, X0000-000, Xxxxxx, Xxxxx 00000, Attn: Xxxxx X. XxXxxxx (Facsimile No. (000) 000-0000); and

(iii) if to the Second Lien Collateral Agent, to it at Wilmington Trust, National Association, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Xxxxxx XxXxxxxx, (Telecopy No.: 612.217.5651, Email: XXxXxxxxx@XxxxxxxxxxXxxxx.xxx) with a copy to Xxxxxxxxx & Xxxxxx LLP, 4200 IDS Center, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, Attention of Xxxx X. Xxxxxxx, Esq. (Telecopy No. 612.371.3207, Email: XXxxxxxx@xxxxxxxxx.xxx).

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent if the sender receives an acknowledgement of receipt (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in said subsection (b).

(b) Electronic Communications. Notices and other communications may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Collateral Agents, provided that the foregoing shall not apply to notices to any party if such party has notified the other parties hereto that it is incapable of receiving notices by electronic communication.

Unless the applicable Collateral Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Change of Address, Etc. Each Grantor and each Collateral Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.

Section 10.02 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the other Loan Documents, the provisions of this Agreement shall control.

Section 10.03 Effectiveness; Survival. This Agreement shall become effective when executed and delivered by the parties hereto. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby waives any and all rights the Second Lien Secured Parties may now or hereafter have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, hereby waives any and all rights the First Lien Secured Parties may now or hereafter have under applicable law to revoke this Agreement or any of the provisions of this Agreement.

Section 10.04 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.05 Amendments; Waivers.

(a) No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.05, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the First Lien Collateral Agent and the Second Lien Collateral Agent and, in the case of waivers, amendments or modifications (x) of Sections 4.01, 7.02, or 10.05(b), the Borrower or (y) that directly and materially affect the rights or duties of any Grantor, such Grantor.

(c) Subrogation. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby waives any rights of subrogation it or they may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred; provided, however, that, any such payment that is paid over to the First Lien Collateral Agent pursuant to this Agreement shall be deemed a payment on the First Lien Obligations and shall be deemed not to reduce any of the Second Lien Obligations unless and until the Discharge of First Lien Obligations shall have occurred and the First Lien Collateral Agent redelivers any such payment to the Second Lien Collateral Agent.

Section 10.06 Applicable Law; Jurisdiction; Consent to Service of Process.

(a) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) Each party to this Agreement agrees that service of process in any such action or proceeding may, to the extent permitted by applicable law, be effected by delivering a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower, as the case may be at its address set forth in Section 10.01 or at such other address of which the Collateral Agents shall have been notified pursuant thereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 10.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.07.

Section 10.08 Parties in Interest. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties and Second Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement. No other Person shall have or be entitled to assert rights or benefits hereunder.

Section 10.09 Specific Performance. Each Collateral Agent may demand specific performance of this Agreement and, on behalf of itself and the respective other Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action which may be brought by the respective Secured Parties.

Section 10.10 Headings. Article and Section headings used herein and the Table of Contents hereto are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 10.11 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 10.03. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (e.g., .pdf) shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 10.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties, on the one hand, and the Second Lien Secured Parties, on the other hand. No Person is a third-party beneficiary of this Agreement. Except as expressly provided in this Agreement, none of the Borrower, any other Grantor, any Guarantor or any other creditor thereof shall have any rights or obligations hereunder and none of the Borrower, any other Grantor or any Guarantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor or any Guarantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

Section 10.13 Sharing of Information. The Grantors agree that any information provided to the First Lien Collateral Agent, the Second Lien Collateral Agent, any First Lien Secured Party or any Second Lien Secured Party may be shared by such Person with any First Lien Secured Party, any Second Lien Secured Party, the First Lien Collateral Agent or the Second Lien Collateral Agent notwithstanding a request or demand by such Grantor that such information be kept confidential; provided, that such information shall otherwise be subject to the respective confidentiality provisions in the First Lien Loan Documents and the Second Lien Loan Documents, as applicable.

Section 10.14 No Indirect Actions. Unless otherwise expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly, or support any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the party but is intended to have substantially the same effects as the prohibited action.

Section 10.15 Amendment and Restatement.

This Agreement constitutes an amendment and restatement of the Existing Intercreditor Agreement. This Agreement shall not constitute a novation or termination or release of the Existing Intercreditor Agreement or of any obligations owing under the Existing Intercreditor Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BORROWER:

TITAN ENERGY OPERATING, LLC

By:		/s/ Xxxxxxx Xxxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

PARENT:

TITAN ENERGY, LLC

By:		/s/ Xxxxxxx Xxxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]


GRANTORS:

ATLAS RESOURCE PARTNERS HOLDINGS, LLC
ATLAS RESOURCES, LLC
RESOURCE ENERGY, LLC
VIKING RESOURCES, LLC
ATLAS ENERGY COLORADO, LLC
ARP BARNETT, LLC
ARP BARNETT PIPELINE, LLC
ATLAS ENERGY TENNESSEE, LLC
ATLAS PIPELINE TENNESSEE, LLC
ATLAS ENERGY SECURITIES, LLC
ARP RANGELY PRODUCTION, LLC
ARP OKLAHOMA, LLC
ARP MOUNTAINEER PRODUCTION, LLC
ARP PRODUCTION COMPANY, LLC
ATLS PRODUCTION COMPANY, LLC
ATLAS NOBLE, LLC
REI-NY, LLC
RESOURCE WELL SERVICES, LLC
ATLAS ENERGY INDIANA, LLC
ATLAS ENERGY OHIO, LLC
ATLAS XXXXXXX, LLC
ARP EAGLE FORD, LLC

By:		/s/ Xxxxxxx Xxxxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]


XXXXX FARGO BANK, NATIONAL ASSOCIATION, as First Lien Collateral Agent

By:
Name:
Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Agent

By:
Name:
Title:

[SIGNATURE PAGE TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT]

ANNEX I

Provision for the Second Lien Credit Agreement

“Reference is made to the Amended and Restated Intercreditor Agreement dated as of September 1, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Parent, the Borrower, the other Grantors party thereto from time to time, Xxxxx Fargo Bank, National Association, as First Lien Collateral Agent (as defined therein), and Wilmington Trust, National Association, as Second Lien Collateral Agent (as defined therein). Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement as if it was a signatory thereto and (d) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender. The foregoing provisions are intended as an inducement to the First Lien Lenders (as defined in the Intercreditor Agreement) to permit the incurrence of Obligations under this Agreement and to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions.”

Provision for the Second Lien Security Instruments

“Reference is made to the Amended and Restated Intercreditor Agreement dated as of September 1, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Parent, the Borrower, the other Grantors party thereto from time to time, Xxxxx Fargo Bank, National Association, as First Lien Collateral Agent (as defined therein), and Wilmington Trust, National Association, as Second Lien Collateral Agent (as defined therein). Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall control.”

Annex I

EXHIBIT J-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 1, 2016 (together with all amendments, restatements, supplements or modifications thereto, the “Credit Agreement”), among Titan Energy Operating, LLC, as Borrower, Titan Energy, LLC, as Parent, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the lenders (the “Lenders”) from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: , 20[ ]

J-1

EXHIBIT J-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: , 20[ ]

J-2

EXHIBIT J-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: , 20[ ]

J-3

EXHIBIT J-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: , 20[ ]

J-4

EXHIBIT K

FORM OF SOLVENCY CERTIFICATE

TITAN ENERGY, LLC

[●], 2016

This Solvency Certificate (this “Certificate”) is being delivered pursuant to Section 6.01(d)(iv) of that certain Third Amended and Restated Credit Agreement dated as of September 1, 2016 (the “Credit Agreement”) by and among Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), Titan Energy, LLC, a Delaware limited liability company (the “Parent”), the financial institutions referred to therein as Lenders (the “Lenders”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (“Administrative Agent”). Capitalized terms used herein without definition have the same meanings as in the Credit Agreement.

The undersigned is a Financial Officer of the Parent and hereby certifies as of the date hereof, both before and after giving effect to the Credit Agreement and the transactions contemplated thereby, to the best of [his/her] knowledge and in [his/her] capacity as an officer of the Parent, and not individually, as follows:

1.	I have responsibility for (a) the management of the financial affairs of the Parent and its Subsidiaries and the preparation of financial statements of the Parent, and (b) reviewing the financial and other aspects of the transactions contemplated by the Credit Agreement.

2.	I have carefully prepared and/or reviewed the contents of this Certificate and have conferred with counsel for the Parent for the purpose of discussing the meaning of any provisions herein that I desired to have clarified.

In preparation for the consummation of the transactions contemplated by the Credit Agreement, (i) I have prepared and/or reviewed a pro forma balance sheet as of [●], 2016 and pro forma income projections and pro forma cash flow projections for each fiscal year during the term of the Credit Agreement for the Parent and its Subsidiaries on a consolidated basis, in each case after giving effect to the consummation of the transactions contemplated by the Credit Agreement, and (ii) I have made such investigation and inquiries as to the financial condition of the Parent and its Subsidiaries as I deem necessary and prudent for the purpose of providing this Certificate. The pro forma balance sheet has been prepared utilizing what I believe are reasonable estimates of the “fair value” and “present fair saleable value” of the assets of the Parent and its Subsidiaries. Although any projections may by necessity involve uncertainties and approximations, the projections are based on good faith estimates and assumptions believed by me, in my capacity as a Financial Officer of the Parent, the Borrower and each other Subsidiary, to be reasonable. I understand that the Administrative Agent and the Lenders are relying on this Certificate in extending credit to Borrower and its Affiliates pursuant to the Credit Agreement.

4.	Based upon the foregoing and upon the best of my knowledge after due diligence, I have concluded as follows:

(a)

The “fair value” and “present fair saleable value” of the assets of the Parent and its Subsidiaries, on a consolidated basis, exceed: (x) the total liabilities of the Parent and its Subsidiaries (including probable liabilities in respect of contingent and unliquidated liabilities and unmatured liabilities) on a consolidated basis, and (y) the amount required to pay such liabilities as they become absolute and matured in the normal course of business.

K-1

(b)

The Parent and its Subsidiaries, on a consolidated basis, do not have an unreasonably small amount of capital with which to conduct its business after giving due consideration to the industry in which it is engaged.

(c)

The Parent and its Subsidiaries, on a consolidated basis, are able and expect to be able to pay their debts and liabilities (including probable liabilities in respect of contingent and unliquidated liabilities and unmatured liabilities) as they become absolute and matured in the normal course of business.

(d)

The Parent and its Subsidiaries, on a consolidated basis, have not executed the Loan Documents or made any transfer or incurred any obligations thereunder, with actual intent to hinder, delay or defraud either present or future creditors.

In computing the amount of such contingent and unliquidated liabilities as of the date hereof, such liabilities have been computed at the amount that, in the light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability.

[Remainder of page intentionally left blank]

K-2

IN WITNESS WHEREOF, the undersigned has hereunto executed and delivered this certificate as a Financial Officer of the Parent and not in [his/her] individual capacity, as of the date first written above.


TITAN ENERGY, LLC

By:
Name:
Title:

K-3

EXHIBIT L

FORM OF GLOBAL INTERCOMPANY NOTE

September 1, 2016

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, an “Issuer”), hereby promises to pay on demand to such other entity listed below (each, in such capacity, a “Holder” and, together with each Issuer, a “Note Party”), in immediately available funds at such location as the applicable Holder shall from time to time designate, the unpaid principal amount of all loans and advances or other credit extensions (including trade payables) made by such Holder to such Issuer. Each Issuer promises also to pay interest on the unpaid principal amount of all such loans and advances or other credit extensions in like money at such location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Issuer and such Holder.

This note (“Note”) is an Intercompany Note, as referred to in the (x) Third Amended and Restated Credit Agreement, dated as of September 1, 2016 (as amended, modified, refinanced and/or restated from time to time, the “First Lien Credit Agreement”), among Titan Energy Operating, LLC, a Delaware limited liability company (the “Borrower”), Titan Energy, LLC, a Delaware limited liability company (the “Parent”), Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “First Lien Administrative Agent”), and issuing bank, and each of the lenders party thereto from time to time (collectively, the “First Lien Lenders” and individually, a “First Lien Lender”) and (y) Amended and Restated Second Lien Credit Agreement dated as of September 1, 2016 (as amended, modified, refinanced and/or restated from time to time, the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements” and each a “Credit Agreement”), among the Borrower, Parent, Wilmington Trust, National Association, as the administrative agent and collateral agent (in such capacities, the “Second Lien Administrative Agent” and together with the First Lien Administrative Agent, the “Administrative Agents”), and each of the lenders party thereto from time to time (collectively, the “Second Lien Lenders” and individually, a “Second Lien Lender” and together with the First Lien Lenders, the “Lenders”), and is subject to the terms of the Credit Agreements. This Note shall be pledged by each Holder pursuant to the Security Agreement (as defined in the First Lien Credit Agreement) and the Security Agreement (as defined in the Second Lien Credit Agreement) (collectively the “Security Agreements”), as applicable, to the extent required pursuant to the terms thereof. Each Holder hereby acknowledges and agrees that each Administrative Agent may exercise all rights provided in the applicable Credit Agreement and the applicable Security Agreement with respect to this Note.

The indebtedness evidenced by this Note owed by any Issuer that is the Borrower or a Guarantor (as defined in each Credit Agreement) to any Holder shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Secured Obligations (as defined in each Security Agreement) of such Issuer, including, where applicable, under such Issuer’s guarantee of the Indebtedness under each Credit Agreement (such Secured Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

(i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Issuer, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Holder is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Holder would otherwise be entitled shall be made to the holders of Senior Indebtedness;

L-1

(ii) subject to the receipt of notice by the Borrower or the Loan Parties (as defined in each Credit Agreement) (provided that no such notice shall be required to be given in the case of any Event of Default (as defined under any Credit Agreement) under Sections 10.01(g), 10.01(h) or 10.01(i) of the First Lien Credit Agreement and Sections 10.01(g), 10.01(h) or 10.01(i) of the Second Lien Credit Agreement), if any Event of Default (as defined under any Credit Agreement) occurs and is continuing with respect to any Senior Indebtedness, then, unless otherwise agreed in writing by the Administrative Agents, no payment or distribution of any kind or character shall be made by or on behalf of the Issuer or any other Person on its behalf with respect to this Note; and

(iii) if any payment or distribution of any character, whether in cash, securities or other property, in respect of this Note shall (despite these subordination provisions) be received by any Holder in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, or, in the case of clause (ii), before the circumstances described in clause (ii) have been cured, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon or in accordance with any applicable intercreditor agreements, to the extent necessary to pay all Senior Indebtedness in full in cash.

Except under the circumstances described in the paragraph above, nothing contained herein shall restrict any Holder’s right to demand, accept and receive payment in respect of the indebtedness evidence by this Note.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Issuer or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Holder and each Issuer hereby agree that the subordination of this Note is for the benefit of the Administrative Agents and the Lenders and the Administrative Agents and the Lenders are obligees under this Note to the same extent as if their names were written herein as such and the Administrative Agents may, on behalf of the themselves and the Lenders, proceed to enforce the subordination provisions herein, subject to any applicable intercreditor agreement.

L-2

Notwithstanding the foregoing, nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Issuer and each Holder, the obligations of such Issuer, which are absolute and unconditional, to pay to such Holder the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Holder and other creditors of such Issuer other than the holders of Senior Indebtedness.

Each Holder is hereby authorized to record all loans and advances or other credit extensions made by it to any Issuer (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. For the avoidance of doubt, this Note as between each Issuer and each Holder contains additional terms to any intercompany loan agreement between them and this Note does not in any way replace such intercompany loans between them nor does this Note in any way change the principal amount of any intercompany loans between them.

Upon execution and delivery after the date hereof by any subsidiary of the Borrower of a counterpart signature page hereto, such subsidiary shall become a Note Party hereunder with the same force and effect as if originally named as a Note Party hereunder. The rights and obligations of each Note Party hereunder shall remain in full force and effect notwithstanding the addition of any new Note Party as a party to this Note.

Each Issuer hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Remainder of page intentionally left blank]

L-3


TITAN ENERGY, LLC, a Delaware limited
liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-4


TITAN ENERGY OPERATING, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-5


ATLAS RESOURCE PARTNERS HOLDINGS, LLC, a Delaware limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-6


ATLAS RESOURCES, LLC, a Pennsylvania limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-7


RESOURCE ENERGY, LLC, a Delaware limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-8


VIKING RESOURCES, LLC,, a Pennsylvania limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-9


ATLAS ENERGY COLORADO, LLC, a Colorado limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-10


ARP BARNETT, LLC, a Delaware limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-11


ARP BARNETT PIPELINE, LLC, a Delaware limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-12


ATLAS ENERGY TENNESSEE, LLC, a Pennsylvania limited liability company, as both Issuer and Holder

	By:
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

L-13


ATLAS PIPELINE TENNESSEE, LLC, a Pennsylvania corporation, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-14


ATLAS ENERGY SECURITIES, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-15


ARP RANGELY PRODUCTION, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-16


ARP OKLAHOMA, LLC, an Oklahoma limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-17


ARP MOUNTAINEER PRODUCTION, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-18


ARP PRODUCTION COMPANY, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-19


ATLS PRODUCTION COMPANY, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-20


ATLAS NOBLE, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-21


REI-NY, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-22


RESOURCE WELL SERVICES, LLC, a Delaware limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-23


ATLAS ENERGY INDIANA, LLC, an Indiana limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-24


ATLAS ENERGY OHIO, LLC, an Ohio limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-25


ATLAS XXXXXXX, LLC, a Texas limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-26


ARP EAGLE FORD, LLC, a Texas limited liability company, as both Issuer and Holder

By:
Name:		Xxxxxxx Xxxxxxxxxxx
Title:		Chief Financial Officer

L-27

SCHEDULE 6.01

HEDGING LEVELS

NATURAL GAS

HEDGE

FROM

MONTHLY
VOLUMES

UNITS

PRICE

9/1/2016

4514.16

MMCF

1/1/2017

2.786

1/1/2017

4010.64

MMCF

1/1/2018

2.958

1/1/2018

3767.84

MMCF

1/1/2019

2.840

CRUDE OIL

HEDGE

FROM

MONTHLY
VOLUMES

UNITS

PRICE

9/1/2016

100.62

MBBLS

1/1/2017

42.76

1/1/2017

88.24

MBBLS

1/1/2018

46.15

1/1/2018

74.46

MBBLS

1/1/2019

48.94

SCHEDULE 6.01 TO CREDIT AGREEMENT

SCHEDULE 7.05

LITIGATION

None.

SCHEDULE 7.05 TO CREDIT AGREEMENT

SCHEDULE 7.06

ENVIRONMENTAL

None.

SCHEDULE 7.06 TO CREDIT AGREEMENT

SCHEDULE 7.11

ERISA

None.

SCHEDULE 7.11 TO CREDIT AGREEMENT

SCHEDULE 7.15

SUBSIDIARY INTERESTS

Subsidiary

Jurisdiction
of
Organization

100% Owner

(except as set

forth below)

Type of

Equity

Interest

Number

of Issued

Shares

Organizational

Identification

Number

Address of Principal Place of

Business

Atlas Resource Partners Holdings, LLC

Borrower

LLC Membership

N/A

4929124

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Resources, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

588630

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Viking Resources, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

3651868

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Resource Energy, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

2334331

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Noble, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

3297063

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Energy Indiana, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

2008080700372

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Energy Tennessee, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

3810592

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Energy Ohio, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

1624763

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

SCHEDULE 7.15 TO CREDIT AGREEMENT

Subsidiary

Jurisdiction
of
Organization

100% Owner

(except as set

forth below)

Type of

Equity

Interest

Number

of Issued

Shares

Organizational

Identification

Number

Address of Principal Place of

Business

Atlas Energy Colorado, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

20111269505

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

REI-NY, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

2789159

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Resource Well Services, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

2334423

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Energy Securities, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

4929121

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Anthem Securities, Inc.¹

Atlas Energy Securities, LLC

Common Stock

000

0000000

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Barnett, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

5124746

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Barnett Pipeline, LLC

ARP Barnett, LLC

LLC Membership

N/A

5145069

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

SCHEDULE 7.15 TO CREDIT AGREEMENT

Subsidiary

Jurisdiction
of
Organization

100% Owner

(except as set

forth below)

Type of

Equity

Interest

Number

of Issued

Shares

Organizational

Identification

Number

Address of Principal Place of

Business

Atlas Xxxxxxx, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

TX Secretary of

State File Number:

000000000

TX Taxpayer

Number:

12626546886

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Oklahoma, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

3512352463

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Production Company, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

5346722

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ATLS Production Company, LLC

ARP Production Company, LLC

LLC Membership

N/A

5348070

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

Atlas Pipeline Tennessee, LLC

Atlas Energy Tennessee, LLC

LLC Membership

N/A

3782089

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Rangely Production, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

5527823

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

ARP Mountaineer Production, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

5426577

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

SCHEDULE 7.15 TO CREDIT AGREEMENT

Subsidiary

Jurisdiction
of
Organization

100% Owner

(except as set

forth below)

Type of

Equity

Interest

Number

of Issued

Shares

Organizational

Identification

Number

Address of Principal Place of

Business

ARP Eagle Ford, LLC

Atlas Resource Partners Holdings, LLC

LLC Membership

N/A

TX Secretary of

State File Number:

0000000000

TX Taxpayer

Number:

0000000000

Park Place Corporate Center One

0000 Xxxxxxxx Xx., 0xx Xxxxx

Xxxxxxxxxx, XX 00000

¹	Not a Guarantor.

SCHEDULE 7.15 TO CREDIT AGREEMENT

SCHEDULE 7.15

PARTNERSHIP INTERESTS


Partnership Name	General Partner	GP Interest			GP as LP

Atlas America Series 25-2004(A) L.P.	Atlas Resources, LLC		35.000000	%		.698881	%
Atlas America Series 25-2004(B) L.P.	Atlas Resources, LLC		35.000000	%		0.219598	%
Atlas America Series 26-2005 L.P.	Atlas Resources, LLC		36.130000	%		1.300206	%
Atlas America Series 27-2006 L.P.	Atlas Resources, LLC		32.535300	%		0.166286	%
Atlas Resources Series 28-2010 L.P.	Atlas Resources, LLC		36.623000	%		0.000000	%
Atlas Resources Series 30-2011 L.P.	Atlas Resources, LLC		17.790000	%		0.000000	%
Atlas Resources Series 31-2011 L.P.	Atlas Resources, LLC		43.140000	%		0.000000	%
Atlas Resources Series 32-2012 L.P.	Atlas Resources, LLC		29.440000	%		0.000000	%
Atlas America Public #15-2006(B) L.P.	Atlas Resources, LLC		33.250000	%		0.248972	%
Atlas Resources Public #16-2007(A) L.P.	Atlas Resources, LLC		37.203000	%		0.177718	%
Atlas Resources Public #17-2007(A) L.P.	Atlas Resources, LLC		33.370000	%		0.163049	%
Atlas Resources Public #17-2008(B) L.P.	Atlas Resources, LLC		35.122000	%		0.049390	%
Atlas Resources Public #18-2008(A) L.P.	Atlas Resources, LLC		27.679000	%		0.089718	%
Atlas Resources Public #18-2009(B) L.P.	Atlas Resources, LLC		28.089000	%		0.043927	%
Atlas Resources Public #18-2009(C) L.P.	Atlas Resources, LLC		27.720000	%		0.000000	%

SCHEDULE 7.15 TO CREDIT AGREEMENT

SCHEDULE 7.19

GAS IMBALANCES

None.

SCHEDULE 7.19 TO CREDIT AGREEMENT

SCHEDULE 7.20

MARKETING CONTRACTS

COAL BED METHANE


Contract name	Company Name	Expiration Date
ABBS VALLEY - GATHERING - CRAB ORCHARD	ABBS VALLEY PIPELINE LLC	10/31/2022
ABBS VALLEY - GATHERING - XXXXXXX	XXXX VALLEY PIPELINE LLC	07/31/2022
APPALACHIAN ENERGY - GAS PURCHASE - XXXXXXXX CO. VA	APPALACHIAN ENERGY INC	10/31/2017
ATMOS - GAS SALES - DUNCANVILLE	ATMOS ENERGY MARKETING LLC	3/31/2017
ATMOS - GAS SALES - POND CREEK	ATMOS ENERGY MARKETING LLC	3/31/2017
BP - GAS SALES - SONAT	BP ENERGY COMPANY	12/31/2016
COLORADO INTERSTATE GAS - TRANSPORTATION	EL PASO PIPELINE PARTNERS LP	3/31/2019
COLUMBIA - TRANSPORTATION - FIRM	COLUMBIA GAS TRANSMISSION CORP	10/31/2024
EAST TENNESSEE - TRANSPORTATION - FIRM - 10,000	EAST TENNESSEE NATURAL GAS LLC	3/31/2017
EAST TENNESSEE - TRANSPORTATION - FIRM - 15,000	EAST TENNESSEE NATURAL GAS LLC	3/31/2022
EQUITABLE (EQT) - GATHERING - FIRM	EQUITABLE GAS	06/30/2017
EQUITRANS - TRANSPORTATION - FIRM	EQUITABLE GAS	4/30/2017
EQUITRANS - TRANSPORTATION - INTERRUPTIBLE	EQUITABLE GAS	5/31/2017
INTERCONN - GAS SALES - SONAT	INTERCONN RESOURCES LLC	1/31/2017
SEQUENT - GAS SALES - ENABLE	SEQUENT ENERGY MANAGEMENT LP	1/31/2017
SEQUENT - GAS SALES - TCO - CRAB ORCHARD/XXXXXX - WV/VA	SEQUENT ENERGY MANAGEMENT LP	3/31/2018
SONAT (SOUTHERN NATURAL GAS) - MEASUREMENT - SHORT CREEK #2	EL PASO PIPELINE PARTNERS LP	12/5/2016
SONAT (SOUTHERN NATURAL GAS) - MEASUREMENT - SHORT CREEK 46090	EL PASO PIPELINE PARTNERS LP	11/3/2016
SOUTHCROSS - TRANSPORTATION - DUNCANVILLE/BWB	SOUTHCROSS ENERGY PARTNERS LP	11/1/2016
SOUTHCROSS - TRANSPORTATION - WHITE OAK/BWB	SOUTHCROSS ENERGY PARTNERS LP	Life of Lease
TENASKA - GAS SALES - CIG/BEAVER	TENASKA MARKETING VENTURES	1/31/2017
TENASKA - GAS SALES - CIG/BIG BLUE	TENASKA MARKETING VENTURES	1/31/2017
TENASKA - GAS SALES - CIG/XXXXX	TENASKA MARKETING VENTURES	1/31/2017
TENASKA - GAS SALES - CIG/FORGAN	TENASKA MARKETING VENTURES	1/31/2017
UGI - GAS SALES - EQUITABLE WV/VA - XXXXXXX	UGI ENERGY SERVICES, INC.	4/30/2017
WTG - GAS SALES - CIG/BIG BLUE, XXXXX	WTG GAS MARKETING INC	1/31/2017
WTG - GAS SALES - CIG/FORGAN	WTG GAS MARKETING INC	1/31/17

RANGELY - NON OP

Contract name	Company Name	Expiration Date
CHEVRON - NGL SALES	CHEVRON NATURAL GAS, A DIVISION OF	12/31/2016
CHEVRON - CO2/TRANSPORTATION-RAVEN RIDGE	CHEVRON NATURAL GAS, A DIVISION OF	8/31/2019
CHEVRON - UNIT OPERATING AGREEMENT - RANGELY	CHEVRON NATURAL GAS, A DIVISION OF	LIFE OF RESERVE

SCHEDULE 7.20 TO CREDIT AGREEMENT



APPALACHIA

Contract name	Company Name	Expiration Date
XXXXXX BROTHERS (XXXXXXXXX) - GATHERING - XXXXXX	XXXXXX BROTHERS OIL & GAS INC	12/31/2015
ALLIANCE - GAS PURCHASE - PA (Xxxxxx)	ALLIANCE PETROLEUM CORPORATION	4/30/2017
AMERICAN REFINING GROUP - CRUDE - PA	AMERICAN REFINING GROUP	MTH-TO-MTH
ANADARKO - GATHERING - LYCOMING CO	ANADARKO E&P ONSHORE LLC	5/31/2023
ATMOS - GAS SALES - EAST XXXX	ATMOS ENERGY MARKETING LLC	1/15/2017
ATMOS - GAS SALES - XXXXXX 7&9 TENNESSEE	ATMOS ENERGY MARKETING LLC	3/31/2017
ATMOS - INTERCONNECT - INDIANA	ATMOS ENERGY MARKETING LLC	2/28/2016
BLUE RACER - PROCESSING - HASTINGS/NATRIUM	BLUE RACER MIDSTREAM LLC	12/31/2023
BLUE RACER - TRANSPORTATION - SCIO STATION	BLUE RACER MIDSTREAM LLC	12/31/2023
CASTLETON COM MERCHANT TRADING - GAS SALES - FIRESTONE	CASTLETON COM MERCHANT TRADING LP	3/31/2017
CASTLETON COM MERCHANT TRADING - GAS SALES - TGP XXXXXXX CENTER	CASTLETON COM MERCHANT TRADING LP	3/31/2017
CASTLETON COM MERCHANT TRADING - GAS SALES - TGP LAKE XXXXXXX	XXXXXXXXX COM MERCHANT TRADING LP	3/31/2017
CASTLETON COMMODITIES - GAS SALES - TGP - TOWNVILLE/MAPLEWOOD	CASTLETON COM MERCHANT TRADING LP	3/31/2017
CATALYST - GATHERING - XXXXXX	CATALYST ENERGY INC	10/31/2015
CHEVRON - GAS SALES - DOMINION - WICKS	CHEVRON NATURAL GAS, A DIVISION OF	3/31/17
CHEVRON - GAS SALES - EQUITRANS - SALEM	CHEVRON NATURAL GAS, A DIVISION OF	3/31/17
CITIZENS - TRANSPORTATION - TN	CITIZENS GAS UTILITY DISTRICT	6/30/2018
CNX - PROCESSING - FRUEHAUF	CNX GAS CO LLC	LIFE OF WELL
CNX - TRANSPORTATION and PROCESSING - BIG MOUNTAIN	XXXX ENERGY INC	LIFE OF WELL
COLUMBIA GAS OF OH - GAS SALES - COH	COLUMBIA GAS OF OHIO, INC	10/31/2017
COLUMBIA GAS OF PA - GAS SALES - XXXXXX	COLUMBIA GAS OF PENNSYLVANIA	9/14/2017
D & D ENERGY - GAS PURCHASE - OHIO	D & D ENERGY CO	1/31/2017
D&L - GAS PURCHASE - TRUMBULL CO, XXXXXXX TWP	D & L ENERGY, INC.	LIFE OF WELL
D&L - GAS PURCHASE - TRUMBULL CO, XXXXXX TWP	D & L ENERGY, INC.	LIFE OF WELL
D&L - GAS PURCHASE - TRUMBULL CO. - HUBISH - OH	BOBCAT WELL & PIPELINE LLC	LIFE OF WELL
XXXXX - GATHERING - XXXXXX	XXXXX ENERGY, INC.	12/31/2015
DIRECT ENERGY - GAS SALES - DEO/LPPS LARGE DEAL	DIRECT ENERGY MARKETING LLC	6/30/2017
DIRECT ENERGY - GAS SALES - XXXXXXX/XXXXXXXXX	DIRECT ENERGY MARKETING LLC	3/31/2017
DIRECT ENERGY - GAS SALES - PNG	DIRECT ENERGY MARKETING LLC	3/31/2017
DIRECT ENERGY - GAS SALES - TETCO	DIRECT ENERGY MARKETING LLC	3/31/2017
DIRECT ENERGY-GAS SALES-DEO 6371.C134	DIRECT ENERGY MARKETING LLC	6/30/2017
DISCOVERY - GAS PURCHASE - PA	DISCOVERY OIL & GAS, LLC	3/31/2017
DOMINION EAST OHIO - HEAT CONTENT	DOMINION EAST OHIO	4/30/2016
DOMINION EAST OHIO - PRODUCTION ENHANCEMENT	DOMINION EAST OHIO	4/30/2017
DOMINION FIELD SERVICES - GAS SALES - DTI	DOMINION FIELD SERVICES, INC.	01/31/17
DOMINION FIELD SERVICES - GAS SALES - DTI - HERMINIE	DOMINION FIELD SERVICES, INC.	4/30/2017
DOMINION FIELD SERVICES - GAS SALES - TCO - AO6 PA	DOMINION FIELD SERVICES, INC.	3/31/2017
DOMINION FIELD SERVICES - GAS SALES - TCO - GATHERCO	DOMINION FIELD SERVICES, INC.	3/31/2017
DOMINION FIELD SERVICES - GAS SALES - TCO - GILLIS, MISLO, W. BETHLEHEM	DOMINION FIELD SERVICES, INC.	4/30/2017
DOMINION FIELD SERVICES - GAS SALES - TCO - GOODWIN, ORLOSKY, XXXXX	DOMINION FIELD SERVICES, INC.	4/30/2017
DOMINION FIELD SERVICES - GAS SALES - TCO - SPRINGHILL, XXXXX	DOMINION FIELD SERVICES, INC.	4/30/2017
DOUBLE J RESOURCES - GATHERING - XXXXXX	DOUBLE J RESOURCES, INC.	12/31/2015
EASTERN ENERGY - GAS TRANSPORT - NY	EASTERN ENERGY GROUP	LIFE OF RSRV
EDF TRADING - GAS SALES - TETCO/XXXXX	EDF TRADING NORTH AMERICA LLC	3/31/2017
XXXXXXX ENERGY DBA XXXX COOL (AB RESOURCES) - GATHERING - XXXXXX	XX RESOURCES LLC	12/31/2015
ELDORADO ENERGY - GATHERING - XXXXXX	ELDORADO ENERGY, LLC	9/30/2016
EMKEY - GATHERING - XXXXXXXXX, EICKSON	MID AMERICAN NATURAL RESOURCES	9/9/9999
ENERGY ALLIANCE - PROCESSING	ENERGY ALLIANCE COMPANY, INC	10/7/2029
EQUITRANS - AGREGATION GATHERING - SW PA (CHEVRON FRMR AGNT)	EQUITRANS LP	4/30/2017
XXXX PETROLEUM - GAS PURCHASE - XXXXXX XX	XXXX PETROLEUM	LIFE OF WELL
XXXX PETROLEUM - GAS SALES - XXXX - OHIO	XXXX PETROLEUM	9/8/2017
XXXXXXXXXX & XXXXXX (M&M ROYALTY) - GATHERING - XXXXXX	M & M ROYALTY	12/31/2015
XXXX - GAS PURCHASE - OH	XXXX QUALITY GARDEN CORPORATION	LIFE OF WELL
XXXXXX DRILLING - GATHERING - XXXXXX	XXXXXX DRILLING	12/31/2015

SCHEDULE 7.20 TO CREDIT AGREEMENT


INTERSTATE GAS SUPPLY - GAS SALES - COH	INTERSTATE GAS SUPPLY INC	5/31/2017
INTERSTATE GAS SUPPLY - GAS SALES - TCO/COBRA	INTERSTATE GAS SUPPLY INC	2/28/2017
INTERSTATE GAS SUPPLY - GAS SALES - TCO/V6DEO	INTERSTATE GAS SUPPLY INC	6/30/2017
KEYROCK - GAS PURCHASE - PA	KEYROCK ENERGY, LLC	1/1/2017
XXXXXX - GAS PURCHASE - OH	XXXXXX DEVELOPMENT ASSOCIATES	LIFE OF WELL
XXXXXXX - GAS SALES - LOWNSBERRY	XXXXXXX MINERALS, INC.	3/31/2017
MARKWEST - GATHERING AND PROCESSING	MARKWEST LIBERTY MIDSTREAM & RESRCS	6/2/2016
MARKWEST - NGL & MARKETING - HOUSTON PLANT	MARKWEST LIBERTY MIDSTREAM & RESRCS	6/2/2017
NORTH COAST - GAS PURCHASE - DJ&J MM	NORTH COAST ENERGY, INC.	LIFE OF WELL
NORTH COAST - GAS PURCHASE - XXXXXX XXXXXXXX XX	NORTH COAST ENERGY, INC.	LIFE OF WELL
NORTHWOOD - TRANSPORATION and GAS SALES - OH	NORTHWOOD ENERGY CORPORATION	LIFE OF WELL
NUCORP - GAS PURCHASE - TN	NUCORP ENERGY INC	1/31/2017
OHIO VALLEY HUB - FACILITIES and MANAGEMENT	OHIO VALLEY HUB LLC	12/13/2017
OIL CREEK ENERGY (SOUTH SHORE ENERGY) - GATHERING - XXXXXX	SOUTH SHORE ENERGY, LLC	12/31/2015
OPEN FLOW - GAS SALES - NFG	OPEN FLOW GAS SUPPLY CORP	3/31/2017
XXXX XXXXX - GAS SALES - NY/CORN DRYING	XXXX X. XXXXX	LIFE OF WELL
PEOPLES - GAS SALES - BUTCHER	EQUITABLE GAS	3/31/2017
PEOPLES NATURAL GAS COMPANY - PRODUCTION ENHANCEMENT	DOMINION PEOPLES	4/1/2017
XXX XXXXXX - GAS PURCHASE - OH	XXX XXXXXX TRUCKING, INC.	LIFE OF WELL
SOUTH JERSEY - GAS SALES - NFG	SOUTH JERSEY RESOURCES GROUP LLC	2/28/2017
STRYKER - GAS SALES - NORSE/AER	STRYKER ENERGY LLC	1/31/2017
SUMMIT PETROLEUM - GAS PURCAHSE - OH	SUMMIT PETROLEUM, INC.	LIFE OF WELL
UEO/M3 - GATHERING - XXXXXXXXX	UTICA EAST OHIO MIDSTREAM LLC	1/31/2028
UEO/M3 - PROCESSING - XXXXXXXXX	UTICA EAST OHIO MIDSTREAM LLC	1/31/2028
UGI - GAS SALES - EQUITRANS/TETCO	UGI ENERGY SERVICES, INC.	4/30/2017
VANGUARD - ARIANA GATHERING AGREEMENT	VANGUARD OIL AND GAS CO.	LIFE OF WELL
XXXXXX - GAS PURCHASE - TN	XXXXXX RESOURCES LLC	LIFE OF WELL

NORTH TEXAS

Contract name	Company Name	Expiration Date
ATMOS - FACILITIES - XXXXXXXX	ATMOS ENERGY MARKETING LLC	MTH-TO-MTH
ATMOS - FACILITIES - PROLOGIS	ATMOS ENERGY MARKETING LLC	MTH-TO-MTH
XXXXXXX GATHERING - GATHERING - XXXXXXX (OAK GROVE & LEVY ACRES)	XTO ENERGY INC	1/1/2017
CALPINE - GAS SALES - CLEBURNE	CALPINE ENERGY SERVICES LP	3/31/2017
CHESAPEAKE - GAS SALES - DERRINGER	CHESAPEAKE OPERATING INC	5/1/2017
CHESAPEAKE - GATHERING - DERRINGER	CHESAPEAKE OPERATING INC	4/30/2017
DB NEWARK LEASE HOLDINGS - FACILITIES - XXXXX XXXXXX	XX XXXXXX LEASE HOLDINGS LP	9/9/9999
DFW - GATHERING - XXXXXX XXXX	DFW MIDSTREAM SERVICE, LLC	3/31/2020
EMPIRE - GAS SALES - PROLOGIS & XXXXXXXX	EMPIRE PIPELINE CORPORATION	3/31/2017
EMPIRE - GATHERING, GAS SALES, NGL SALES - M&M RANCH	EMPIRE PIPELINE CORPORATION	1/1/2022
EMPIRE - GATHERING, GAS SALES, NGL SALES - XXXXXXX	EMPIRE PIPELINE CORPORATION	8/15/2017
EMPIRE - GATHERING, GAS SALES, NGL SALES - XXXXXX	EMPIRE PIPELINE CORPORATION	1/1/2022
ENBRIDGE - PROCESSING and NGL SALES - WEATHERFORD	ENBRIDGE ENERGY PARTNERS LP	10/31/2017
ENERGY TRANSFER FUEL - TRANSPORTATION - TX INTERSTATE (311)	ENERGY TRANSFER FUEL LP	6/30/2017
ENERGY TRANSFER FUEL - TRANSPORTATION - TX INTRASTATE	ENERGY TRANSFER FUEL LP	6/30/2017
ENERGY TRANSFER FUEL - BLENDING - TEXAS	ETC TEXAS PIPLINE LTD	10/1/2017
ENLINK - GAS SALES - GREEN ACRES & HAPPY HILLS	ENLINK GAS MARKETING LP	11/1/2025
ENLINK - GATHERING AND GAS SALES - BRIAR XXXX, XXXXXXX, XXXXXXXX	ENLINK GAS MARKETING LP	7/1/2019
ENLINK - GATHERING, PROCESSING, & SALES - MARBLE FALLS	ENLINK GAS MARKETING LP	9/30/2019
ENLINK MIDSTREAM - CONFIDENTIALITY AGREEMENT	ENLINK GAS MARKETING LP	4/30/2017
ENLINK MIDSTREAM - GAS SALES & TRANSPORTATION - XXXXXX (XXXXXXX)	ENLINK GAS MARKETING LP	11/30/2017
ENLINK MIDSTREAM - GATHERING - XXXXXXX	ENLINK GAS MARKETING LP	11/30/2017
ENLINK MIDSTREAM - GATHERING, PROCESSING AND GAS SALES - XXXXXXXX	ENLINK GAS MARKETING LP	6/30/2017
ETC MARKETING - GAS SALES - MAYPEARL & XXXXXX	ETC MARKETING LTD	3/31/2018

SCHEDULE 7.20 TO CREDIT AGREEMENT


ETC TEXAS PIPELINE - GAS SALES - INDIAN TRAILS	ETC TEXAS PIPLINE LTD
ETC TEXAS PIPELINE - GAS SALES - LEGACY XXXXXX	ETC TEXAS PIPLINE LTD	12/1/2016
ETC TEXAS PIPELINE - GAS SALES - TOMBSTONE/XXXXXXXXXX	ETC TEXAS PIPLINE LTD	12/31/2018
ETC TEXAS PIPELINE - GATHERING - XXXXXXXX	ETC TEXAS PIPLINE LTD	9/30/2021
ETC TEXAS PIPELINE - GATHERING - XXXXXX CO.	ETC TEXAS PIPLINE LTD	11/1/2016
ETC TEXAS PIPELINE - GATHERING - XXXXXXXX	ETC TEXAS PIPLINE LTD	6/30/2017
ETC TEXAS PIPELINE - GATHERING - WHEATLAND	ETC TEXAS PIPLINE LTD	9/30/2021
ETC TEXAS PIPELINE - PROCESSING - WHEATLAND, COURTNEY	ETC TEXAS PIPLINE LTD	9/30/2021
ETC TEXAS PIPELINE - PROCESSING AND NGL SALES - M&M RANCH, XXXXXX	ETC TEXAS PIPLINE LTD	1/1/2022
ETC TEXAS PIPELINE - GATHERING - GREAT EXPECTATIONS (XXXXXX COUNTY)	ETC TEXAS PIPLINE LTD	1/1/2017
SWG PIPELINE (ENLINK) - GATHERING - GREEN ACRES & HAPPY HILLS	ENLINK GAS MARKETING LP	3/01/2026
TARGA - AID IN CONSTRUCTION - XXXX COUNTY TEXAS	TARGA NORTH TEXAS LP	11/30/2021
TARGA - GAS LIFT - XXXX COUNTY TEXAS	TARGA NORTH TEXAS LP	11/30/2021
TARGA - GAS SALES & PROCESSING - XXXXXXX RANCH	TARGA NORTH TEXAS LP	7/31/2020
TARGA - GATHERING - PECOS/ XXXXXXXXX - XXXXXX HALL	TARGA NORTH TEXAS LP
TARGA - GATHERING - PECOS/XXXXXXXXX	TARGA NORTH TEXAS LP
TARGA - GATHERING - TESUQUE, XXXX, XXXXXX XXXX	TARGA NORTH TEXAS LP
TARGA - PROCESSING, NGL SALES, GAS SALES - XXXX COUNTY TEXAS	TARGA NORTH TEXAS LP	11/30/2021
XTO - GAS PURCHASE - RODEO GUSHER	XTO ENERGY INC	LIFE OF WELL

EAGLE FORD

Contract name	Company Name	Expiration Date
ETC FIELD SERVICES - GATHERING, PROCESSING & SALES - EAGLE FORD	ETC FIELD SERVICES LLC	11/30/2016
ETC FIELD SERVICES - GATHERING, PROCESSING & SALES - EAGLE FORD	ETC FIELD SERVICES LLC	11/30/2026

MISSISSIPPI LIME

Contract name	Company Name	Expiration Date
SEMGAS - GATHERING, PROCESSING, GAS SALES AND NGL SALES - OK	SEMGAS LP	11/1/2017

SCHEDULE 7.20 TO CREDIT AGREEMENT

SCHEDULE 9.02

EXISTING DEBT

None.

SCHEDULE 9.02 TO CREDIT AGREEMENT

SCHEDULE 9.03

LIENS


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	UCC	2012 1667353 4/30/12	ARP Barnett Pipeline, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Delaware Secretary of State	UCC	2015 0750157 2/23/15	ARP Barnett Pipeline, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2012 1667726 4/30/12	ARP Barnett, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Delaware Secretary of State	UCC	2015 0750124 2/23/15	ARP Barnett, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Texas Secretary of State	UCC	14-0030562253 9/24/14	ARP Eagle Ford, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Texas Secretary of State	UCC	15-0005480871 2/23/15	ARP Eagle Ford, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Atascosa County, Texas	Mechanic Liens	167367 12/14/15	Claimant: Compass Well Services, LLC	Respondent: ARP Eagle Ford, LLC	Materials and services performed on “Subject Xxxxx” defined therein.
Delaware Secretary of State	UCC	2014 1906403 5/14/14	ARP MOUNTAINEER PRODUCTION, LLC	U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATION	Specific equipment.
Delaware Secretary of State	UCC	2014 1906585 5/14/14	ARP MOUNTAINEER PRODUCTION, LLC	U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATION	Specific equipment.
Delaware Secretary of State	UCC	2014 2023927 5/22/14	ARP Mountaineer Productions, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0750462 2/23/15	ARP Mountaineer Productions, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxxx Xxxxxx, Xxxxxxxx	XXX	00000 5/23/14	ARP Mountaineer Production, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxxx Xxxxxx, Xxxxxxxx	XXX	00000 4/11/16	ARP Mountaineer Production, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Xxxxxxxx Xxxxxx, Xxxxxxxx	XXX	00000 4/11/16	ARP Mountaineer Production, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxx County, West Virginia	JUDGMENT	Book: 42 Page: 398 5/16/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.
Fayette County, West Virginia	JUDGMENT	Book: 64 Page: 350 5/16/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.
XxXxxxxx County, West Virginia	JUDGMENT	Book: 64 Page: 517 5/16/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.
Raleigh County, West Virginia	JUDGMENT	Book: 5062 Page: 1827 5/16/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Xxxxxx County, West Virginia	JUDGMENT	Book: 24 Page: 594 5/19/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.
Wyoming County, West Virginia	JUDGMENT	Book: 47 Page: 144 5/16/16	Petitioner: SD GAS, LLC	Respondent: ARP Mountaineer Production, LLC	Judgment entered in the amount of $347,431.95.
County Clerk, Oklahoma County, Oklahoma	UCC	2012050102045110 5/1/12	ARP Oklahoma, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule I attached thereto.
County Clerk, Oklahoma County, Oklahoma	UCC	20150223020172520 2/23/15	ARP Oklahoma, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2013 2993740 8/1/13	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule I attached thereto.
Delaware Secretary of State	UCC	2015 0750371 2/23/15	ARP Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Clerk Taos County, New Mexico	UCC	Book: 907 Page: 25	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule I attached thereto.
Clerk Taos County, New Mexico	UCC	Book: 907 Page: 35	ARP Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxx County, Wyoming	UCC	154488 4/8/16	ARP PRODUCTION COMPANY LLC	WILMINGTON TRUST NA	Fixture filing.
Xxxxxxx County, Wyoming	UCC	154487 4/8/16	ARP PRODUCTION COMPANY LLC	XXXXX FARGO BANK, NA	Fixture filing.
Xxxxxxx County, Wyoming	MORTGAGE	145125 2/25/15	ARP PRODUCTION COMPANY LLC	WILMINGTON TRUST NA	Mortgage.
Xxxxxxx County, Wyoming	MORTGAGE	132508 9/6/13	ARP PRODUCTION COMPANY LLC	XXXXX FARGO BANK, NA	Mortgage

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Xxxxxxx County, Wyoming	MORTGAGE	132023 8/9/13	ARP PRODUCTION COMPANY LLC	XXXXX XXXXX XXXX, XX	Xxxxxxxx
Xxxxxxx Xxxxxx, Xxxxxxx	XXX	0000-00 8/9/13	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing.
Jefferson County, Alabama	UCC	LR201316/20753 8/9/13	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing.
Tuscaloosa County, Alabama	UCC	2013 2080 8/7/13	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing.
Xxxxxx County, Alabama	UCC	103702 8/8/13	ARP Production Company, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing.
Moffat County, Colorado	UCC	20160822 4/7/16	ARP Rangely Production, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Moffat County, Colorado	UCC	20160825 4/7/16	ARP Rangely Production, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxx Xxxxxx Xxxxxx, Xxxxxxxx	XXX	000000 4/8/16	ARP Rangely Production, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxx Xxxxxx Xxxxxx, Xxxxxxxx	XXX	000000 4/8/16	ARP Rangely Production, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2014 2568186 6/30/14	ARP Rangely Production, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0750512 2/23/15	ARP Rangely Production, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Texas Secretary of State	UCC	12-0023806214 7/27/12	Atlas Xxxxxxx, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule I attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Texas Secretary of State	UCC	15-0005480750 2/23/15	Atlas Xxxxxxx, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Jacks County, Texas	Mechanic Liens	Book: 980 Page: 594 1/20/15	Atlas Xxxxxxx, LLC	Borderline Operation Corporation	Fees for drilling and completing of xxxxx on the Xxxxxx-Xxxxxxxxxxx leasehold, a property owned by Debtor and Atlas Resources Series 33-2013. Claimant is subcontractor for the improvements. The amount due and owing is $13,975.00
Jacks County, Texas	Mechanic Liens	Book: 980 Page: 626 1/20/15	Atlas Xxxxxxx, LLC	Borderline Operation Corporation	Fees for drilling and completing of xxxxx on the Xxxxxxxxxx #6 leasehold, a property owned by Debtor and Atlas Resources Series 33-2013. Claimant is subcontractor for the improvements. The amount due and owing is $7,865.00
Jacks County, Texas	Mechanic Liens	Book: 980 Page: 650 1/20/15	Atlas Xxxxxxx, LLC	Borderline Operation Corporation	Fees for drilling and completing of xxxxx on the Xxxxxx B3 and the Xxxxxx East I leasehold, a property owned by Debtor and Atlas Resources Series 33-2013. Claimant is subcontractor for the improvements. The amount due and owing is $7,865.00

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Colorado Secretary of State	UCC	20122006596 3/8/12	Atlas Energy Colorado, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Colorado Secretary of State	UCC	20152016343 2/23/15	Atlas Energy Colorado, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0749712 2/23/15	Atlas Energy Holdings Operating Company, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	AMEND	2015 3196267 7/23/15	Atlas Resource Partners Holdings, LLC	Wilmington Trust, National Association, as Collateral Agent	Amendment to financing statement no. 2015 0749712 amending Debtor’s name.
Indiana Secretary of State	UCC	201100002591970 3/25/11	Atlas Energy Indiana, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Indiana Secretary of State	AMEND	201200002186890 3/8/12	Atlas Energy Indiana, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 201100002591970 amending Debtor’s address.
Indiana Secretary of State	AMEND	201200002187033 3/8/12	Atlas Energy Indiana, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 201100002591970 restating collateral description. All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Indiana Secretary of State	AMEND	201300001421246 2/11/13	Atlas Energy Indiana, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 201100002591970 releasing the liens and security interests in the property described on Exhibit A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Indiana Secretary of State	CONT	201500007969241 10/16/15	Atlas Energy Indiana, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Continuation of financing statement no. 201100002591970.
Indiana Secretary of State	UCC	201500001424241 2/23/15	ATLAS ENERGY INDIANA, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Ohio Secretary of State	UCC	OH00148945786 3/24/11	Atlas Energy Ohio, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Ohio Secretary of State	AMEND	20120690048 3/8/12	Atlas Energy Ohio, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. OH00148945786 amending Debtor’s address and restating the collateral description. All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Ohio Secretary of State	AMEND	20120690049 3/8/12	Atlas Energy Ohio, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. OH00148945786 restating the collateral description. All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Ohio Secretary of State	CONT	20152890220 10/16/15	Atlas Energy Ohio, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Continuation of financing statement no. OH00148945786.
Ohio Secretary of State	UCC	OH00183223658 2/23/15	Atlas Energy Ohio, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Pennsylvania Secretary of the Commonwealth	UCC	2011032500976 3/24/11	Atlas Energy Tennessee, LLC Atlas Resources, LLC Viking Resources, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Pennsylvania Secretary of the Commonwealth	AMEND	2012030901940 3/8/12	Atlas Energy Tennessee, LLC Atlas Resources, LLC Viking Resources, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011032500976 restating the collateral description. All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Pennsylvania Secretary of the Commonwealth	AMEND	2012030901952 3/8/12	Atlas Energy Tennessee, LLC Atlas Resources, LLC Viking Resources, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011032500976 amending address for Atlas Resources, LLC.
Pennsylvania Secretary of the Commonwealth	AMEND	2012030901926 3/8/12	Atlas Energy Tennessee, LLC Atlas Resources, LLC Viking Resources, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011032500976 amending address for Viking Resources, LLC.
Pennsylvania Secretary of the Commonwealth	CONT	2016010800591 1/8/16	Atlas Energy Tennessee, LLC Atlas Resources, LLC Viking Resources, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Continuation of financing statement 2011032500976.
Pennsylvania Secretary of the Commonwealth	UCC	2015022407392 2/23/15	Atlas Energy Tennessee, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0749720 2/23/15	Atlas Noble, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Guernsey County, Ohio	UCC	201600001834 4/8/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Recorder Guernsey County, Ohio	UCC	201600001837 4/8/16	Atlas Noble, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Muskingum County, Ohio	UCC	2016-00000041 4/8/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Muskingum County, Ohio	UCC	2016-00000042 4/8/16	Atlas Noble, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Noble County, Ohio	UCC	2016000071742 4/8/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Noble County, Ohio	UCC	2016000071743 4/8/16	Atlas Noble, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Trumbull County, Ohio	UCC	201605060008010 5/6/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Recorder Trumbull County, Ohio	UCC	201605060008011 5/6/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Trumbull County, Ohio	UCC	201605060008012 5/6/16	Atlas Noble, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Trumbull County, Ohio	UCC	201605060008013 5/6/16	Atlas Noble, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Pennsylvania Secretary of the Commonwealth	UCC	2016051000046 5/9/16	Atlas Pipeline Tennessee, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Pennsylvania Secretary of the Commonwealth	UCC	2016051900420 5/19/19	Atlas Pipeline Tennessee, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	AMEND	2015 3196267 7/23/15	Atlas Resource Partners Holdings, LLC	Wilmington Trust, National Association, as Collateral Agent	Amendment to financing statement no. 2015 0749712 amending Debtor’s name and address.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Pennsylvania Secretary of the Commonwealth	UCC	2015022407405 2/23/15	Atlas Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Fayette County, Pennsylvania	UCC	201500005200 5/21/15	Atlas Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxxx County, Pennsylvania	UCC	20167000 Instrument #1156 Docket #1 Page: 290 Block #3	Atlas Resources, LLC Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Circuit Clerk, Columbia County, Arkansas	UCC	Book: 352 Instrument: 124	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Circuit Clerk, Columbia County, Arkansas	UCC	Book: 352 Instrument: 135	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Circuit Clerk, Xxxxxxxx County, Arkansas	UCC	2015-8845 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Circuit Clerk, Xxxxxxxx County, Arkansas	UCC	2015-9139 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Circuit Clerk, Xxxxxxx County, Arkansas	UCC	Book: 2015011-00406 6/11/15 Instrument: 216764 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Circuit Clerk, Xxxxxxx County, Arkansas	UCC	Book: 2015012-00124 Instrument: 216876 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Circuit Clerk, Xxxxx County, Arkansas	UCC	201507-11 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Circuit Clerk, Xxxxx County, Arkansas	UCC	201507 707 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Circuit Clerk, Ouachita County, Arkansas	UCC	Book: M358-00218 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Circuit Clerk, Ouachita County, Arkansas	UCC	Book: M358-00842 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxx County, Arkansas	UCC	Book: 0000-00-00000 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxx County, Arkansas	UCC	Book: 0000-00-00000 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Clerk and Recorder, Sebastian County, Arkansas	UCC	2015F-08048 6/10/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Clerk and Recorder, Sebastian County, Arkansas	UCC	2015F-08425 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Yell County, Arkansas	UCC	Book: 528 Pages: 785-938 6/22/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 2429719 6/8/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Blanket Lien.
Delaware Secretary of State	UCC	2015 2470374 6/10/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Beaver County, Oklahoma	UCC	I-2015-001187 Book: 1331 Page: 167 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Beaver County, Oklahoma	UCC	I-2015-001225 Book: 1331 Page: 515 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Beckham County, Oklahoma	UCC	I-2015-002392 Book: 2189 Page: 359-392 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Beckham County, Oklahoma	UCC	I-2015-002486 Book: 2190 Page: 0693-0697 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Caddo County, Oklahoma	UCC	201500014459 Book: 2970 Page: 576-609 6/10/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Caddo County, Oklahoma	UCC	201500014617 Book: 2972 Page: 173-177 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Cleveland County, Oklahoma	UCC	Book: 5430 Page: 1192 6/10/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Cleveland County, Oklahoma	UCC	Book: 5433 Page: 243 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Coal County, Oklahoma	UCC	Book: 823 Page: 181 6/12/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Coal County, Oklahoma	UCC	Book: 828 Page: 27 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxx County, Oklahoma	UCC	I-K-001424 Book: 0919 Page: 773 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxxx County, Oklahoma	UCC	I-K-001485 Book: 0920 Page: 473 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxx County, Oklahoma	UCC	Book: 2102 Page: 209 6/10/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxxxx County, Oklahoma	UCC	Book: 2102 Page: 876 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxxxx County, Oklahoma	UCC	Book: 850 Page: 24 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Xxxxxxx County, Oklahoma	UCC	Book: 851 Page: 5 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxxxx County, Oklahoma	UCC	Book: 816 Page: 492 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxxxxx County, Oklahoma	UCC	Book: 817 Page: 682 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxxxx County, Oklahoma	UCC	Book: 1936 Page: 256 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxxxxx County, Oklahoma	UCC	Book: 1943 Page: 691 8/4/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Major County, Oklahoma	UCC	I-2015-001894 Book: 1901 Page: 48 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Major County, Oklahoma	UCC	I-2015-001949 Book: 1901 Page: 579 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
XxXxxxx County, Oklahoma	UCC	I-2015-007744 Book: 2240 Page: 1 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
XxXxxxx County, Oklahoma	UCC	I-2015-008076 Book: 2241 Page: 248 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Pittsburgh County, Oklahoma	UCC	Book: 2176 Page: 6 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Pittsburgh County, Oklahoma	UCC	Book: 2177 Page: 574 6/17/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Xxxxx Xxxxx Xxxxxx, Xxxxxxxx	XXX	X-0000-000000 Book: 2297 Page: 128 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Xxxxx Xxxxx Xxxxxx, Xxxxxxxx	XXX	X-0000-000000 Book: 2300 Page: 151 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxx County, Oklahoma	UCC	I-2015-002384 Book: 1221 Page: 1 6/11/15	ATLS Production Company, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Fixture filing.
Xxxxx County, Oklahoma	UCC	I-2015-002472 Book: 1221 Page: 467 6/18/15	ATLS Production Company, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0749779 2/23/15	REI-NY, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0750082 2/23/15	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Columbiana County, Ohio	UCC	2016-00050379 4/11/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
County Recorder Columbiana County, Ohio	UCC	2016-00050380 4/11/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Guernsey County, Ohio	UCC	201600001835 4/8/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Guernsey County, Ohio	UCC	201600001836 4/8/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxxx County, Ohio	UCC	201600001382 5/10/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxxxx County, Ohio	UCC	201600001383 5/10/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Summit County, Ohio	UCC	56204772 4/15/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Summit County, Ohio	UCC	56204774 4/15/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Trumbull County, Ohio	UCC	201605060008011 5/6/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Trumbull County, Ohio	UCC	201605060008014 5/6/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Tuscarawas County, Ohio	UCC	201600003513 4/8/16	Resource Energy, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Tuscarawas County, Ohio	UCC	201600003516 4/8/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Recorder Trumbull County, Ohio	UCC	201605060008014 5/6/16	Resource Energy, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2015 0750108 2/23/15	Resource Well Service, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Columbiana County, Ohio	UCC	2016-00050381 4/11/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Columbiana County, Ohio	UCC	2016-00050382 4/11/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Mahoning County, Ohio	UCC	201600000127 4/8/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Mahoning County, Ohio	UCC	201600000128 4/8/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
County Recorder Xxxxxxx Xxxxxx, Xxxx	XXX	000000 5/6/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Xxxxxxx Xxxxxx, Xxxx	XXX	000000 5/6/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Xxxxx County, Ohio	UCC	201604110013253 4/11/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Xxxxx County, Ohio	UCC	201604110013254 4/11/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Summit County, Ohio	UCC	56204773 4/15/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Summit County, Ohio	UCC	56204775 4/15/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
County Recorder Trumbull County, Ohio	UCC	201605060008012 5/6/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Trumbull County, Ohio	UCC	201605060008015 5/6/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Xxxxx County, Ohio	UCC	201600003491 4/11/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
County Recorder Xxxxx County, Ohio	UCC	201600003492 4/11/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Pennsylvania Secretary of the Commonwealth	UCC	2015022407417 2/23/15	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Recorder Fayette County, Pennsylvania	UCC	201300009328 8/6/13	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing.
Recorder Fayette County, Pennsylvania	UCC	201500005200 5/21/15	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing.
Recorder Fayette County, Pennsylvania	UCC	201600003857 4/8/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Recorder Fayette County, Pennsylvania	UCC	201600003858 4/8/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxx County, Pennsylvania	UCC	201670001182 4/8/16	Viking Resources, LLC	Xxxxx Fargo Bank, National Association, as Administrative Agent.	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Xxxxxx County, Pennsylvania	UCC	201670001184 4/8/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Recorder Trumbull County, Ohio	UCC	201605060008015 5/6/16	Viking Resources, LLC	Wilmington Trust, National Association, as Collateral Agent	Fixture filing. All assets of Debtor, except for the Excluded Property as more fully described on Schedule A attached thereto.
Delaware Secretary of State	UCC	2011 1096810 3/24/11	Atlas Energy, L.P. Atlas Pipeline Holdings GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.
Delaware Secretary of State	AMEND	2011 1439580 4/18/11	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 removing Atlas Pipeline Holdings GP, LLC and replacing with Atlas Energy GP, LLC.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2011 1917403 5/20/11	Atlas Energy, L.P. Atlas Pipeline Holdings GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 removing Atlas Energy GP, LLC and replacing with Atlas Pipeline Holdings GP, LLC.
Delaware Secretary of State	AMEND	2011 1942104 5/20/11	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 removing Atlas Pipeline Holdings GP, LLC and replacing with Atlas Energy GP, LLC.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2012 0885998 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending address for Atlas Energy Holdings Operating Company, LLC.
Delaware Secretary of State	AMEND	2012 0910036 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 restating collateral description. All assets of Debtor, except for the Excluded Property as more fully described on Schedule 1 attached thereto.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2012 0910044 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending address for Atlas Noble, LLC.
Delaware Secretary of State	AMEND	2012 0910101 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending address for REI-NY, LLC.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2012 0910127 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending address for Resource Energy, LLC.
Delaware Secretary of State	AMEND	2012 0910358 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. AED Investments, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending address for Resource Well Services, LLC.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2012 0910424 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. Atlas America Mid-Continent, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting AED Investments, Inc.
Delaware Secretary of State	AMEND	2012 0910473 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Company, LLC Atlas Energy Resource Services, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting Atlas America Mid-Continent, Inc.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2012 0910572 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Resource Services, Inc. Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting Atlas Energy Company, LLC.
Delaware Secretary of State	AMEND	2012 0910648 3/7/12	Atlas Energy, L.P. Atlas Energy GP, LLC Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting Atlas Energy Resource Services, Inc.
Delaware Secretary of State	AMEND	2012 0912503 3/7/12	Atlas Energy GP, LLC Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting Atlas Energy, L.P.
Delaware Secretary of State	AMEND	2015 0960822 3/6/15	Atlas Energy Holdings Operating Company, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 deleting Atlas Energy GP, LLC.

SCHEDULE 9.03 TO CREDIT AGREEMENT


Jurisdiction	Filing/Search Type	File No. and File Date	Debtor	Secured Party	Collateral Description
Delaware Secretary of State	AMEND	2015 2733490 6/25/15	Atlas Resource Partners Holdings, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Amendment to financing statement no. 2011 1096810 amending name of Atlas Energy Holdings Operating Company, LLC.
Delaware Secretary of State	CONT	20150812586 11/6/15	Atlas Resource Partners Holdings, LLC Atlas Noble, LLC REI-NY, LLC Resource Energy, LLC Resource Well Services, LLC	Xxxxx Fargo Bank, N.A., as Administrative Agent	Continuation of financing statement no. 2011 1096810.

SCHEDULE 9.03 TO CREDIT AGREEMENT

SCHEDULE 9.05

INVESTMENTS

Transactions referred to in Schedule 9.13 are incorporated herein by reference to the extent any such transactions constitute Investments.

SCHEDULE 9.05 TO CREDIT AGREEMENT

SCHEDULE 9.11

SALE OF PROPERTIES


Well Number	Property Number	Well Name
1	P1UGPAPG00	GRACE XXXX 0X
0	X0XXXXXX00	XXXXX XXXX 0X
0	X0XXXXXX00	GRACE UNIT 5H
4	QALCSQDRGB	GRACE XXXX/XXXX 00
0	XXXXXX0XXX	XXXXX XXXX/XXXX 00
0	XXXXX0XXXX	XXXX 00 0X
0	XXXXXX0XXX	XXXX 00 0X
0	XXXXX0XXXX	XXXX 00 0X
0	XXXXXXXXXX	XXXX 00 0X
00	XXXXX00XXX	XXXX 00 0X
00	X0XXXXXX00	XXXXX XXXXXX UNIT 5H
12	P1UGPAMG00	XXXXX XXXXXX XXXX 0X
00	X0XXXXXX00	XXXXX XXXX 0X
00	X0XXXX0X00	XXXXX UNIT 5H
15	P1UGPB0F00	XXXXX UNIT 6H
16	Property number identified by Borrower, subject to consent of the Administrative Agent	GRACE UNIT/UNIT 10 3H

SCHEDULE 9.11 TO CREDIT AGREEMENT

SCHEDULE 9.13

TRANSACTIONS WITH AFFILIATES

1.	Omnibus Agreement, dated as of the Effective Date, by and among Titan Management LLC, Atlas Energy Resources Services, Inc., Titan Energy, LLC, and Titan Energy Operating, LLC.

Transactions pursuant to that certain Amended and Restated Contract Operating Agreement, dated as of January 1, 2016, by and among Atlas Eagle Ford Operating Company, LLC, ARP Eagle Ford, LLC and Atlas Growth Eagle Ford, LLC, as amended from time to time in accordance with the First Lien Credit Agreement and the Second Lien Credit Agreement.

Transactions pursuant to that certain Second Amended and Restated Shared Acquisition and Operating Agreement, dated as of January 1, 2016, by and among ARP Eagle Ford, LLC, Atlas Growth Eagle Ford, LLC and Atlas Eagle Ford Operating Company, LLC, as amended from time to time in accordance with the First Lien Credit Agreement and the Second Lien Credit Agreement.

Payment of salary and benefit costs and expenses and corporate card amounts to ATLS or its subsidiaries that are allocated to be paid by the Borrower in accordance with the methodology in place on the Plan Effective Date and giving effect to any changes thereto approved by the Borrower’s conflict committee.

5.	Payments to ATLS or its subsidiaries of amounts owing in respect of corporate insurance and bonding maintained by ATLS or its subsidiaries with third parties on behalf of ARP and its subsidiaries.

6.	Amended and Restated Limited Liability Company Agreement of Titan Energy, LLC, dated as of the Effective Date, by Atlas Resource Partners, L.P, as Sole Member.

7.	Amended and Restated Limited Liability Company Agreement of Titan Energy Operating, LLC, dated as of the Effective Date, by Titan Energy, LLC, as Sole Member.

SCHEDULE 9.13 TO CREDIT AGREEMENT

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 1, 2016 among TITAN ENERGY OPERATING, LLC, as Borrower, TITAN ENERGY, LLC, as Parent, THE LENDERS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

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