Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. (a) Subject to Section 2.06(c), on the date of receipt by the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.

Mandatory Prepayment of Loans. (ai) Subject to Section 2.06(c), on If for any reason the date of receipt by Total Revolving Credit Outstandings at any time exceed the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceedsaggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09)excess; provided provided, however, that the Borrower shall have no obligation not be required to prepay Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (iii) Subject to paragraph (v) of this Section 2.05(b), in the extent event and on each occasion that such any Net Cash Proceeds are attributable to a Disposition permitted received by clauses (a), (c), (e), (f), (g), (h) and (j) or on behalf of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following in respect of any Prepayment Event referred to in paragraph (a) or (b) of the Availability Date definition thereof, the Borrower shall, within thirty (it being understood that any 30) days after such Net Cash Proceeds received from other Dispositions are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (ka) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Cash Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall not be able to be reinvested required pursuant to this clause paragraph in respect of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (iii)) and clause (l) or, if committed to be so applied within twelve months of Section 7.04, if, within 365 days after the receipt of such Net Cash Proceeds, the Borrower uses eighteen months) period following receipt of such Net Cash Proceeds to purchaseProceeds, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful at the end of which period a prepayment shall be required in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered an amount equal to the Administrative Agent and the Lead Lender); provided further that, if all or any portion applicable percentage of such Net Cash Proceeds are that have not been so reinvested within the time period specified (or such earlier dateapplied; provided, if anyfurther, as the applicable Credit Party determines not that with respect to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided any Prepayment Event referenced in this Section 2.06(a) without regard to this proviso.86 US-DOCS\136335661.3140506888.9

Mandatory Prepayment of Loans. (ai) Subject to Section 2.06(c), on If for any reason the date of receipt by Total Revolving Credit Outstandings at any time exceed the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceedsaggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09)excess; provided provided, however, that the Borrower shall have no obligation not be required to prepay Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (iii) Subject to paragraph (v) of this Section 2.05(b), in the extent event and on each occasion that such any Net Cash Proceeds are attributable to a Disposition permitted received by clauses (a), (c), (e), (f), (g), (h) and (j) or on behalf of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following in respect of any Prepayment Event referred to in paragraph (a) or (b) of the Availability Date definition thereof, the Borrower shall, within thirty (it being understood that any 30) days after such Net Cash Proceeds received from other Dispositions are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (ka) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Cash Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall not be able to be reinvested required pursuant to this clause paragraph in respect of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (iii)) and clause (l) or, if committed to be so applied within twelve months of Section 7.04, if, within 365 days after the receipt of such Net Cash Proceeds, the Borrower uses eighteen months) period following receipt of such Net Cash Proceeds to purchaseProceeds, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful at the end of which period a prepayment shall be required in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered an amount equal to the Administrative Agent and the Lead Lender); provided further that, if all or any portion applicable percentage of such Net Cash Proceeds are that have not been so reinvested within the time period specified (or such earlier dateapplied; provided, if anyfurther, as the applicable Credit Party determines not that with respect to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided any Prepayment Event referenced in this Section 2.06(a) without regard to this proviso.83 US-DOCS\146702970.0000000000.7

Mandatory Prepayment of Loans. (a) Subject to Section 2.06(c), on the date of receipt by If the Borrower or any Restricted Subsidiary receives Net Cash Proceeds in respect of any Asset Sale or Disposes of any Oil and Gas Properties at any time (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 6.04 or affiliate thereofotherwise), subject to clause (e) of any Net Cash Proceedsthis Section 2.08 and to the terms of the Intercreditor Agreement, the Borrower shall prepay the Term Loans in an aggregate amount equal to such 100% of the Net Cash Proceeds of such Disposition on or within two (together with 2) Business Days of the date it or any amounts due pursuant to Section 2.07 or Section 2.09); provided that Restricted Subsidiary receives the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a)from such Disposition; provided, (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such any Net Cash Proceeds for from any such Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired received by the Borrower or any Restricted Subsidiary following may be used within three hundred sixty (360) days after such Disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the Availability Date business of the Borrower and its Restricted Subsidiaries or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (it being understood that the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties; provided, further, for purposes of this sub-clause (i), any Net Cash Proceeds received from other Dispositions pursuant attributable to clause (k) shall not be able to a Disposition of an asset owned by a Credit Party must be reinvested pursuant in replacement assets owned by one or more Credit Parties or to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, make capital expenditures in Oil and Gas Interests useful Properties owned by one or more Credit Parties; (ii) subject to Section 2.13(b) (if applicable), make an offer (an “Asset Sale Offer”) to prepay in cash the business of the Credit Parties (in each caseLoans, as certified by the Borrower in a certificate of a Responsible Officer delivered on pro rata basis, pursuant to prepayment procedures reasonably acceptable to the Administrative Agent Agent, (iii) to permanently repay, redeem or repurchase (and permanently reduce the Lead Lender); provided further that, if all commitments with respect to) any Senior Priority Lien Debt and other outstanding Senior Priority Lien Obligations or (iv) any portion combination of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided foregoing. The offer price in this Section 2.06(a) without regard to this proviso.any Asset

Mandatory Prepayment of Loans. (a) Subject to Section 2.06(c), on the date Within five (5) Business Days of receipt by the Borrower Parent or any Restricted Subsidiary of its Subsidiaries (or affiliate thereofi) of receiving any Net Cash ProceedsProceeds as a result of a Collateral Sale in respect of Collateral, the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such received Net Proceeds in accordance with the requirements of Section 2.12(c) or (ii) receiving any Net Proceeds as a result of a Recovery Event in respect of Collateral, the Borrower shall, subject to the terms of the applicable Collateral Documents (as to Collateral covered thereby), deposit cash in an amount (the “Net Proceeds Amount”) equal to the amount of such received Net Proceeds into the Collateral Proceeds Account maintained with the Administrative Agent for such purpose and subject to an Account Control Agreement and thereafter such Net Cash Proceeds Amount shall be applied (together with any amounts due to the extent not otherwise applied pursuant to the immediately succeeding proviso) to prepay Loans in accordance with the requirements of Section 2.07 or Section 2.092.12(c); provided that (x) the Borrower shall have no obligation to prepay the Loans (i) to the extent that may use such Net Cash Proceeds Amount to (aa) replace the assets (other than any airframe) which are attributable to a Disposition permitted by clauses (a)the subject of such Recovery Event with Qualified Replacement Assets, (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iiibb) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions repair the assets which are the subject of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04such Recovery Event, ifin each case, within 365 days after receipt of such deposit is made, (y) all such Net Cash ProceedsProceeds Amounts may, at the option of the Borrower at any time, be applied in accordance with the requirements of Section 2.12(c), and (z) upon the occurrence of an Event of Default, the amount of any such deposit may be applied by the Administrative Agent in accordance with Section 2.12(c). For purposes of the foregoing, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and agree to establish the Lead Lender); provided further that, if all or any portion of such Net Cash Collateral Proceeds are not so reinvested within Account as soon as practicable after the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this provisoClosing Date.

Mandatory Prepayment of Loans. (ai) Subject (A) The Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 2.06(c4.12, prepay the Term Loans to the extent required by Section 8.4(b) (subject to Section 8.4(c)) and (B) if on or after the Closing Date the Parent Borrower or any of its Restricted Subsidiaries shall incur (x) Specified Refinancing Term Loans or (y) Indebtedness for borrowed money (excluding Indebtedness permitted to be Incurred hereunder), then the Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 4.12, prepay the Term Loans (or, in the case of the Incurrence of Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced in an amount equal to 100.0% of the Net Proceeds thereof minus in the case of clauses (A) and (B)(y), the portion of such Net Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans (excluding for purposes of such pro rata calculation, the Initial Term C Loans and other Term Loans in the form term “C” loans, unless no other Term Loans are outstanding hereunder), in each case, with such prepayment to be made on or before the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided . Nothing in this Section 2.06(a4.4(b)(i) without regard to this proviso.shall limit the rights of the Agents and the Lenders set forth in Section 9. 130

Mandatory Prepayment of Loans. (a) Subject Unless the Majority Lenders shall agree in writing that no prepayment of the Loans is required pursuant to this Section 2.06(c)2.07, on the date of receipt by the Borrower or subject to any Restricted Subsidiary (or affiliate thereof) of Approved Intercreditor Agreement, if any Credit Party shall consummate any Asset Sale, receive any Net Cash ProceedsProceeds from a Casualty Event or incur any Indebtedness (other than Indebtedness expressly permitted under Section 6.02) (each such event, a “Prepayment Event”), then, not later than two (2) Business Days after such Prepayment Event, the Borrower shall prepay provide written notice to the Loans Administrative Agent in an aggregate amount equal to such Net Cash Proceeds (together accordance with any amounts due pursuant Section 2.07(c) and, subject to Section 2.07 or Section 2.092.07(d); provided that the Borrower shall have no obligation to prepay the Loans , (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for apply all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions portion of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchasethe repayment of Loans and the payment of accrued and unpaid interest and the Make-Whole Amount payable under Section 2.09, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful and/or (ii) in the business case of the Credit Parties any Asset Sale or Casualty Event, elect (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered written notice to the Administrative Agent and the Lead Lender)) to reinvest all or any portion of such Net Cash Proceeds in Additional Assets; provided further that, that if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not used to reinvest in Additional Assets within 180 days, the Borrower shall provide notice to the Administrative Agent in accordance with Section 2.07(c) and, subject to Section 2.07(d), the remaining portion of such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (to the prepayment of Loans; provided further that notwithstanding anything herein to the contrary, any Net Cash Proceeds received from any Asset Sale or such earlier date, as the case may be) as provided in Casualty Event that are not reinvested pursuant to this Section 2.06(a2.07(a) without regard shall be applied first to repay the Existing First Lien Debt and when such Existing First Lien Debt is repaid in full, any remaining Net Cash Proceeds shall, subject to Section 2.07(d), be applied to the repayment of Loans and the payment of accrued and unpaid interest and the Make-Whole Amount payable under Section 2.09. The provisions of this provisoSection 2.07(a) do not constitute a consent to any Disposition or the incurrence of any Indebtedness by any Credit Party.

Mandatory Prepayment of Loans. (a) Subject Not later than the next Business Day after it receives Net Cash Proceeds from any Disposition in excess of $25,000,000 in the aggregate in any period of twelve consecutive months, or any casualty event or loss, of Borrowing Base Properties pursuant to clause (c) of Section 2.06(c)7.05, on the date Borrower shall, or shall cause one or more of receipt by its Restricted Subsidiaries to, apply 100% of the Net Cash Proceeds received in respect of such Disposition or casualty event or loss to prepay outstanding Loans in accordance with Section 2.11(d) hereof, together with any applicable Prepayment Premium; provided that such Net Cash Proceeds shall only be required to be applied as provided above to the extent (if any) that any such Net Cash Proceeds remain after the Borrower or any Restricted Subsidiary shall have made (or affiliate thereofx) any mandatory prepayments of any Net Cash Proceeds, credit extension required by the First Lien Facility and (y) any additional prepayment of any credit extension then outstanding under the First Lien Facility as the Borrower shall prepay elect provided that concurrently with any such additional prepayment the Loans in Borrower shall permanently reduce the aggregate commitment amount under the First Lien Facility by an aggregate amount equal equivalent amount; further provided, however, that, if (1) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than concurrently with the consummation of such Disposition or settlement of such casualty event or loss setting forth the Borrower’s intent to reinvest such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 in property of a kind then used or Section 2.09); provided that usable in the business of the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) its Restricted Subsidiaries within 90 days of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, provided, that if the Borrower uses has signed a purchase and sale agreement to acquire such property within such 90 day period, then it shall have an additional 90 days in which to consummate such acquisition, and (2) no Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such Net Cash Proceeds, then such Net Cash Proceeds shall not be required to purchase, or otherwise reinvests be applied in accordance with the foregoing provisions of this Section 2.11(a) unless and until such Net Cash Proceeds in, Oil 90-day period has elapsed and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are shall not have been so reinvested within the reinvested, at which time period specified (all or such earlier date, if any, as the applicable Credit Party determines not to reinvest any remaining portion of such Net Cash Proceeds as set forth above), such remaining portion shall immediately be applied on the last date of such period (or such earlier date, as the case may be) as provided in accordance with this Section 2.06(a2.11(a) without regard to this provisoand Section 2.11(d).

Mandatory Prepayment of Loans. (ai) If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.06(c2.05(b), in the event and on the date each occasion that any Net Cash Proceeds are received by or on behalf of receipt by the Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or affiliate thereof(b) of any the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Cash Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (or, if committed to be so applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be required in an amount equal to the applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be deemed to be the amount equal to the product of (x) the applicable percentage of the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09)fiscal year; provided that such amount shall be reduced by the Borrower shall have no obligation aggregate principal amount of prepayments (other than prepayments pursuant to prepay the Sections 2.05(b)(ii), (iii) or (iv)) of Term Loans, Other Applicable Indebtedness and Revolving Credit Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a)of, (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all case of Revolving Credit Loans, a corresponding Revolving Credit Commitment reduction) made during such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets fiscal year, and no such prepayment shall be required if the amount that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not would be able required to be reinvested pursuant repaid is less than or equal to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.$10,000,000. Each prepayment pursuant

Mandatory Prepayment of Loans. The Borrower shall prepay principal amounts outstanding under the Loans within five Business Days of the Borrower's receipt thereof, in an amount equal to one hundred percent (a100%) Subject of the cash proceeds (net of reasonable transaction costs (including commissions, placement agent's discounts, reserves for liabilities, escrows and purchase price adjustments and taxes) from (A) non-ordinary course sales of assets or other dispositions of property owned by the Borrower, (B) the issuance of equity or equity-linked products of the Borrower, (C) the issuance of debt other than Permitted Indebtedness, and (D) insurance and condemnation recoveries. Mandatory prepayments shall be applied to reduce the Equipment Loans, in the inverse order of their maturities, and then to the Revolving Credit Loans. Notwithstanding the foregoing, if in connection with an asset sale the Borrower notifies the Administrative Agent in writing that it intends to use the net cash proceeds of such asset sale to acquire productive assets to be used by the Borrower in its business, the Borrower shall not be required to make a prepayment under this Section 2.06(c)2.5(c) until the day that is 90 days after the day on which such net cash proceeds were received and the amount of such prepayment shall be the excess, on if any, of such net cash proceeds over the amount thereof so reinvested prior to such 90th day. Any net cash proceeds that are the subject of a notice of the nature referred to in the preceding sentence shall be deposited in an interest-bearing account (the "REINVESTMENT ACCOUNT") which shall be maintained by the Borrower with the Administrative Agent, and which shall be under the sole dominion and control of the Administrative Agent. During a period of 90 days from the date of receipt by of the applicable net cash proceeds, the Administrative Agent shall release to the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, its designee amounts in such Reinvestment Account from time to time as the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) provides evidence satisfactory to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) Administrative Agent of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess purchase of $1,000,000 individually productive assets of the kind then used or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful usable in the business of the Credit Parties Borrower, and on the Business Day following the 90th day of such 90-day period, or upon the earlier occurrence of an Event of Default, the Administrative Agent shall apply all amounts remaining in the Reinvestment Account in the manner set forth above. Notwithstanding the foregoing, if in connection with an insurance or condemnation recovery the Borrower notifies the Administrative Agent in writing that it intends to use any portion (in each case, as certified the "ASSET RESTORATION AMOUNT") of the net cash proceeds of such recovery to repair or replace productive assets of a kind then used or usable by the Borrower in its business, the Borrower shall not be required to make a certificate prepayment under this Section 2.5(c) on the Asset Restoration Amount until the day that is 90 days after the day on which such net cash proceeds were received and the amount of such prepayment shall be the excess, if any, of such Asset Restoration Amount over the amount thereof used by the Borrower for repairs or replacements prior to such 90th day. The Asset Restoration Amount shall be deposited in an interest-bearing account (the "RESERVE ACCOUNT") which shall be maintained by the Borrower with the Administrative Agent, and which shall be under the sole dominion and control of the Administrative Agent. During a Responsible Officer delivered period of 90 days from the date of receipt of the applicable net cash proceeds, the Administrative Agent shall release to the Borrower or its designee amounts in such Reserve Account from time to time as the Borrower provides evidence satisfactory to the Administrative Agent of the repair or replacement of productive assets of the kind then used or usable in the business of the Borrower, and on the Lead Lender); provided further that, if all or any portion Business Day following the 90th day of such Net Cash Proceeds are not so reinvested within 90-day period, or upon the time period specified (or such earlier dateoccurrence of an Event of Default, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as Administrative Agent shall apply all amounts remaining in the Reserve Account in the manner set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.

Mandatory Prepayment of Loans. In the event that the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance after the Closing Date (a) Subject after giving effect to Section 2.06(cany Advance made to the Borrower), on then the date Borrower shall apply an amount equal to (x) 100% of such Net Cash Proceeds less (y) the amount of such Net Cash Proceeds (or commitments in respect thereof) that will be or has been applied towards the prepayment of loans or reduction of commitments under the Bridge Facility, (i) first, to prepay the 2-Year Tranche Loans and (ii) second, if any such Net Cash Proceeds remain after giving effect to clause (i), to reduce any outstanding 2-Year Tranche Commitments, in each case not later than three (3) SXXXX Business Days or U.S. Government Securities Business Days, as applicable, following the receipt by the Borrower or any Restricted such Subsidiary (or affiliate thereof) of any such Net Cash Proceeds, the . The Borrower shall prepay promptly (and not later than the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that date of receipt thereof) notify the Borrower shall have no obligation to prepay Administrative Agent of the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired receipt by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are from any Debt Issuance, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of 2-Year Tranche Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment. Notwithstanding the foregoing, mandatory repayments with respect to Net Cash Proceeds from Debt Issuances received by a Subsidiary that is not a Domestic Subsidiary shall not be required if and for so reinvested within the time period specified (or such earlier date, if any, long as the applicable Credit Party determines not Borrower has determined in good faith that repatriation to reinvest the Borrower of such Net Cash Proceeds as set forth above), such remaining portion shall be applied on would have material adverse tax consequences or would violate applicable local law or the last date applicable organizational documents of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this provisoSubsidiary.

Mandatory Prepayment of Loans. (a) Subject to Section 2.06(c), on the date of receipt by If the Borrower or any Restricted Subsidiary receives Net Cash Proceeds in respect of any Asset Sale or Disposes of any Oil and Gas Properties at any time (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 6.04 or affiliate thereofotherwise), subject to clause (e) of any Net Cash Proceedsthis Section 2.08 and to the terms of the Intercreditor Agreement, the Borrower shall prepay the Term Loans in an aggregate amount equal to such 100% of the Net Cash Proceeds of such Disposition on or within two (together with 2) Business Days of the date it or any amounts due pursuant to Section 2.07 or Section 2.09); provided that Restricted Subsidiary receives the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a)from such Disposition; provided, (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such any Net Cash Proceeds for from any such Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired received by the Borrower or any Restricted Subsidiary following may be used within three hundred sixty (360) days after such Disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the Availability Date business of the Borrower and its Restricted Subsidiaries or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (it being understood that the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties; provided, further, for purposes of this sub-clause (i), any Net Cash Proceeds received from other Dispositions pursuant attributable to clause (k) shall not be able to a Disposition of an asset owned by a Credit Party must be reinvested pursuant in replacement assets owned by one or more Credit Parties or to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, make capital expenditures in Oil and Gas Interests useful Properties owned by one or more Credit Parties; (ii) subject to Section 2.13(b) (if applicable), make an offer (an “Asset Sale Offer”) to prepay in cash the business Loans and Parity Loans, on pro rata basis, pursuant to prepayment procedures reasonably acceptable to the Administrative Agent, (iii) to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Priority Lien Debt and other outstanding Priority Lien Obligations or (iv) any combination of the Credit Parties foregoing. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of prepayment plus the Make-Whole Amount, and shall be payable in cash. Each Lender may accept all or a portion of its pro rata share of any Asset Sale Offer (in each caseany amounts not accepted, as certified the “Declined Amounts”) by the Borrower in a certificate of a Responsible Officer delivered providing written notice (an “Acceptance Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 p.m. ten Business Days after the date of delivery of such Asset Sale Offer. Each Acceptance Notice delivered by a Lender shall specify the principal amount of the Loans to be prepaid from such Lender); provided further thatthat (i) such amount shall not exceed such Lender’s pro rata share of the Asset Sale Offer and (ii) if such Lender fails to specify any such amount, if all or any portion it shall be deemed to have requested its full pro rata share of such Net Cash Proceeds are not so reinvested Asset Sale Offer. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time period frame specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion failure will be deemed a full rejection of such Asset Sale Offer. The Borrower shall prepay all Loans required to prepaid by it under this Section 2.08(a) no later than five Business Days after expiration of the time period for acceptance by the Lenders of the Asset Sale Offer. Any Declined Amounts shall no longer be applied subject to this Section 2.08 and may be used by the Borrower in any way not prohibited by this Agreement. If the aggregate principal amount of Loans requested to be repaid exceeds the aggregate amount to be repaid by the Borrower pursuant to this Section 2.08, the Administrative Agent shall apply the amounts to be repaid by the Borrower to the Loans requested to be repaid on a pro rata basis based on the last date principal amount of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this provisoLoans.

Mandatory Prepayment of Loans. (ai) If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.06(c2.05(b), in the event and on the date each occasion that any Net Cash Proceeds are received by or on behalf of receipt by the Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or affiliate thereof(b) of any the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Cash Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (or, if committed to be so applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be required in an amount equal to the applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be deemed to be the amount equal to the product of (x) the applicable percentage of the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay the Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such Net Cash Proceeds fiscal year; provided that such amount shall be reduced by the aggregate principal amount of prepayments (together with any amounts due other than prepayments pursuant to Sections 2.05(b)(ii), (iii) or (iv)) of Term Loans, Other Applicable Indebtedness and Revolving Credit Loans (to the extent of, in the case of Revolving Credit Loans, a corresponding Revolving Credit Commitment reduction) made during such fiscal year, and no such prepayment shall be required if the amount that would be required to be repaid is less than or equal to $10,000,000. Each prepayment pursuant to this paragraph shall be made not later than the fifth Business Day after the date on which financial statements are required to be delivered pursuant to Section 2.07 or Section 2.09); provided that 6.01(a) for the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) fiscal year with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.85 US-DOCS\117476656.1136335661.3

Mandatory Prepayment of Loans. (ai) Subject (A) The Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 2.06(c4.12, prepay the Term Loans to the extent required by Section 8.4(b) (subject to Section 8.4(c)) and (B) if on or after the Closing Date the Parent Borrower or any of its Restricted Subsidiaries shall incur (x) Specified Refinancing Term Loans or (y) Indebtedness for borrowed money (excluding Indebtedness permitted to be Incurred hereunder), then the Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 4.12, prepay the Term Loans (or, in the case of the Incurrence of Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced in an amount equal to 100.0% of the Net Proceeds thereof minus in the case of clauses (A) and (B)(y), the portion of such Net Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans (excluding for purposes of such pro rata calculation, the Initial Term C Loans and other Term Loans in the form term “C” loans, unless no other Term Loans are outstanding hereunder), in each case, with such prepayment to be made on or before the fifth Business Day following the date of receipt by the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such period (or such earlier date, as the case may be) as provided . Nothing in this Section 2.06(a4.4(b)(i) without regard to this proviso.shall limit the rights of the Agents and the Lenders set forth in Section 9. 127

Mandatory Prepayment of Loans. (ai) Subject to Section 2.06(c), on If for any reason the date of receipt by Total Revolving Credit Outstandings at any time exceed the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceedsaggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09)excess; provided provided, however, that the Borrower shall have no obligation not be required to prepay Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (iii) Subject to paragraph (v) of this Section 2.05(b), in the extent event and on each occasion that such any Net Cash Proceeds are attributable to a Disposition permitted received by clauses (a), (c), (e), (f), (g), (h) and (j) or on behalf of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following in respect of any Prepayment Event referred to in paragraph (a) or (b) of the Availability Date definition thereof, the Borrower shall, within thirty (it being understood that any 30) days after such Net Cash Proceeds received from other Dispositions are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (ka) shall not be able to be reinvested or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to this clause a binding contractual arrangement (iii)including pursuant to a letter of intent) and clause to apply) the Net Cash Proceeds from such event (lor a portion thereof) of Section 7.04, if, within 365 days twelve months after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchasereinvest such proceeds in the business, including in assets of the general type used or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead LenderRestricted Subsidiaries (including in connection with an acquisition or capital expenditures); provided further that, if all or any portion then no prepayment shall be required pursuant to this paragraph in respect of such Net Cash Proceeds are not so reinvested within except to the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest extent of any such Net Cash Proceeds as set forth above), such remaining portion shall be therefrom that have not been so applied on the last date of such period (or such earlier date, as the case may be) as provided in this Section 2.06(a) without regard to this proviso.by 83 US-DOCS\140506888.9146702970.6

Mandatory Prepayment of Loans. (a) Subject In addition to Section 2.06(c), other principal reductions on the date of receipt by the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash ProceedsLoans required pursuant hereto, the Borrower Company shall prepay pay, and there shall become due and payable, a prepayment in respect of the Loans in an aggregate Obligations, the following: An amount equal to such seventy-five percent (75%) of Consolidated Excess Cash Flow of the Company and its Subsidiaries for each of their fiscal years. Such prepayment shall be made within ninety (90) days after the end of each fiscal year of the Company and its Subsidiaries, and shall be accompanied by the Excess Cash Flow Computation Report in the form of Exhibit D hereto. An amount equal to the Net Cash Proceeds (together with received by the Company and its Subsidiaries from any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans sales of their assets, other than (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 sales in the ordinary course of business,(ii) sales of assets for an aggregate for all such Dispositions sales price not exceeding $25,000.00 in any fiscal year, or (iii) with respect to any Casualty Event sales otherwise permitted under this Agreement. Such prepayment shall be made within one (1) Business Day of the Company's or any Disposition permitted pursuant such Subsidiary's receipt of any such Net Proceeds, and shall be accompanied by a settlement statement for the subject transaction reflecting in detail the disbursement of the gross proceeds of the transaction. An amount equal to clause (k) (but only with respect to Dispositions of Core Assets that were acquired the Net Proceeds received by the Borrower Company upon the sale or issuance of any of its capital stock (other than the issuance of such capital stock to the seller as full or partial payment of the purchase price in any Permitted Acquisition, or in connection with any employee compensation or employee stock option plans). Such prepayment shall be made within one (1) Business Day of the Company's or any Restricted Subsidiary following the Availability Date (it being understood that such Subsidiary's receipt of any such Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested Proceeds. The amounts so prepaid pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion ss.2.13 shall be applied FIRST, to the principal balance of the Term Loan (in inverse order of maturity) until the principal balance of the Term Loan has been paid in full; SECOND, to interest, fees and other amounts due on account of the last date Term Loan until the Term Loan is paid in full; THIRD, to the outstanding principal balance of the Acquisition Loans (in such period (or such earlier date, order and manner as the case Bank may, in its discretion determine) until the Acquisition Loans have been paid in full, and FOURTH, to all other Obligations. No prepayment made hereunder shall postpone the time for, or reduce the amount of, any subsequent payment on account of the Obligations. No amounts prepaid may be) as provided in this Section 2.06(a) without regard to this provisobe reborrowed.

Mandatory Prepayment of Loans. (ai) Subject to Section 2.06(c), on If for any reason the date of receipt by Total Revolving Credit Outstandings at any time exceed the Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceedsaggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Net Cash Proceeds (together with any amounts due pursuant to Section 2.07 or Section 2.09)excess; provided provided, however, that the Borrower shall have no obligation not be required to prepay Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (iii) Subject to paragraph (v) of this Section 2.05(b), in the extent event and on each occasion that such any Net Cash Proceeds are attributable to a Disposition permitted received by clauses (a), (c), (e), (f), (g), (h) and (j) or on behalf of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following in respect of any Prepayment Event referred to in paragraph (a) or (b) of the Availability Date definition thereof, the Borrower shall, within thirty (it being understood that any 30) days after such Net Cash Proceeds received from other Dispositions are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the case of any such event described in clause (ka) or (b) of the definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary applies (or commits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) to apply) the Net Cash Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall not be able to be reinvested required pursuant to this clause paragraph in respect of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (iii)) and clause (l) or, if committed to be so applied within twelve months of Section 7.04, if, within 365 days after the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the Borrower uses end of which period a prepayment shall be required in an amount equal to the applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to purchase, any Prepayment Event referenced in paragraph (a) or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business (b) of the Credit Parties (in each casedefinition thereof, as certified by the Borrower in may use a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within to prepay or repurchase Indebtedness secured by the time period specified Collateral on a pari passu basis with the Liens securing the Obligations (or the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such earlier dateOther Applicable Indebtedness, if anyin which case, as the applicable Credit Party determines not amount of prepayment required to reinvest be made with respect to such Net Cash Proceeds as set forth above), such remaining portion pursuant to this Section 2.05(b)(ii) shall be applied on deemed to be the last date amount equal to the product of (x) the applicable percentage of the amount of such period Net Cash Proceeds multiplied by (or such earlier datey) a fraction, as the case may be) as provided in this Section 2.06(a) without regard numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this proviso.paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; 85 US-DOCS\136335661.3