Common use of Matters Relating to Loan Documents Clause in Contracts

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable Percentage” or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) or (iv) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans (which includes unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2Documents) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) at such time, plus (B) the unused portion of the Borrowing Base at such time, to exceed $300,000,000 less the amount of unused revolving credit commitments under the First Lien Loan Documents as all mandatory repayments of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant any loans to the First Lien Loan Documents as extent accompanied by a corresponding permanent and mandatory reduction in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”)available revolving commitments thereunder, (iii) increase the “Applicable PercentageMargin” or similar component of the interest rate under the First Lien Loan Documents by more than 300 30 basis points (excluding incre ses resulting from the accrual of interest at the default rate) without the Company offering an equivalent increase in the “Applicable Margin” or similar component of the interest rate under the Second Lien Loan Documents (excluding increases resulting from the accrual of interest at the default rate) or to the Second Lien Administrative Agent and the Second Lien Lenders, (iv) subject to the last sentence of this xxxxx (a), increase any recurring fees or add any other fees to the First Lien Loan Documents by more than 50 basis points per fee or by 300 basis points in the aggregate to the fees set forth in the First Lien Loan Documents (as in effect on the date hereof), (v) extend the scheduled maturity date Maturity Date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and (provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement) beyond the Maturity Date under the Second Lien Credit Agreement; (vi) permit the Company to incur new loans thereunder, such that the aggregate princi al amount of all outstanding loans (which includes unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents) plus any new loans are in excess of a Borrowing Base that complies with the First Lien Administrative Agent’s conforming traditional corporate banking borrowing base for oil and gas secured loan transactions, including customary mechanisms for periodic redeterminations thereof; or (vii) increase the two percent (2%) additional margin of interest that becomes due in connection with a default. For the avoidance of doubt, the limitations in clause (iv) above shall not apply to any borrowing base increase fee, upfront fees paid in a syndication, letter of credit issuance fee or any fee which may be payable only to the First Lien Administrative Agent, acting in such capacity or to the Issuing Bank, acting in such capacity, in each case, whether payable at one time or in multiple installments.

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 Indebtedness Obligations under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans (which includes unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents as Documents) at such time, plus (B) the unused portion of the date Borrowing Base (or, if a Borrowing Base concept is not then applicable, the commitments) at such time, to exceed the First Lien Cap, (iii) add or increase any fees or increase the interest rate or yield, including by increasing the “Applicable Margin” or similar component of this Agreement minus (2) the aggregate amount interest rate or by modifying the method of any permanent repayments of Loans computing interest under the First Lien Loan Documents (excluding any repayments increases resulting from the accrual of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereofinterest at the default rate) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable Percentage” or similar component of the interest rate under the First Lien Loan Documents by more than 300 two hundred (200) basis points (excluding increases resulting from the accrual of interest at the default rate) or rate not to exceed an additional 200 basis points), (iv) extend the scheduled maturity date Maturity Date of the Indebtedness Obligations under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity Maturity Date of the Indebtedness Obligations under the First Lien Credit Agreement as in effect on the Closing Date, (v) increase the amount of proceeds of dispositions of Collateral that are not required to prepay the First Lien Obligations and that may be retained by the Company to an amount greater than the corresponding amount permitted under the Second Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such RefinancingLoan Documents, or (vi) modify a duly authorized agent covenant or event of default that directly restricts the Company from making payments under the Second Lien Loan Documents that would otherwise be permitted under the First Lien Loan Documents as in effect on their behalfthe Closing Date. For the avoidance of doubt, agree the limitations in writing clause (iii) above shall not apply to any upfront fees, fronting fees or amendment or consent fees, or to any fees that may be bound by payable only to the terms Joint Lead Arrangers, First Lien Administrative Agent, or Issuing Bank, each in its capacity as such. The Company shall provide the Second Lien Secured Parties with copies of this Agreementall amendments to the First Lien Loan Documents prior to execution of such amendments.

Matters Relating to Loan Documents. (a) The First Lien Loan Documents may be amended, restated, amended and restated, supplemented or otherwise modified in accordance with their terms, and the Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, amendment and restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans Indebtedness outstanding under the First Lien Loan Documents (as so amended, restated, amended and restated, supplemented, modified or Refinanced) plus (B) the undrawn portion of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans revolving commitments under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments as so amended, restated, amended and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereofrestated, supplemented, modified or Refinanced) plus (B) exceeding the amount of unused revolving credit commitments under the Maximum First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iiiii) increase the “Applicable Percentage” or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) or (iviii) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; providedParty;provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this Agreement, (ii) directly increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable Percentage” or similar component of the interest rate under margins accruing on the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual principal of interest at the default rate) or (iv) extend the scheduled maturity date loans and letters of the Indebtedness credit under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness (determined on a weighted average basis) to an amount that would result in a weighted average interest rate under the Second First Lien Credit Agreement and provided the Super Senior Credit Agreement that is greater than 3.00% per annum above the applicable interest rate margins accruing on the principal of loans and letters of credit under the First Lien Credit Agreement as in effect on the date hereof (excluding, without limitation, any underlying benchmark rates or any fluctuations thereof, any benchmark rate “floor” not exceeding 1.00% per annum in respect of any eurodollar rate “floor” or 2.00% per annum in respect of any alternate base rate “floor”, any default rate not exceeding 2.00% per annum, any interest or fees that are paid-in-kind (and not paid in cash until the final scheduled maturity date of the First Lien Secured Obligations or any Refinancing thereof, as applicable), any original issue discount, upfront fees and prepayment premiums and any fees payable in connection with any amendment, restatement, supplement, modification, Refinancing, waiver, consent or similar agreement), (iii) add or modify in a manner adverse to the interests of the Second Lien Secured Parties any express prohibition or restriction on the payment of the Second Lien Secured Obligations except as set forth in Section 7.01(b) or in the First Lien Credit Agreement as in effect on the date hereof, (iv) modify (A) any of the restrictions as set forth in the First Lien Credit Agreement as in effect on the date hereof on assignment of, or participation in, all or any portion of the First Lien Secured Obligations or Excess First Lien Obligations to the Borrower or any Affiliate (including any Subsidiary) thereof or (B) any of the requirements as set forth in the First Lien Credit Agreement as in effect on the date hereof that any First Lien Secured Obligations or Excess First Lien Obligations acquired by the Borrower are deemed automatically cancelled and no longer outstanding, (v) restrict the amendment or other modification of the Second Lien Loan Documents or impose express restrictions or conditions on any Refinancing thereof except as set forth in Section 7.01(b) or in the First Lien Credit Agreement as in effect on the date hereof or (vi) amend, modify, affect the rights, duties, privileges, protections, indemnities or immunities of, or otherwise impose duties that are adverse on, the Second Lien Representative without its prior written consent;provided further that that, in the event of a Refinancing, the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalfbehalf (to the extent such holders and the agent of such holders, in such capacity, are not already bound by the terms of this Agreement), agree in writing to be bound by the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 10.05.

Matters Relating to Loan Documents. (a) The First Lien Loan Documents may be amended, restated, supplemented or otherwise modified Amended in accordance with their terms, and the Indebtedness under the First Lien Credit Agreement Agreements may be Refinanced, in each case, case without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Term Required Lenders, no neither the First Lien Collateral Agent nor any First Lien Consenting Lender shall agree to such amendment, restatement, supplement, modification Amendment or Refinancing (or successive amendments, restatements, supplements, modifications Amendments or Refinancings) that shall, directly or indirectly, have any of the following effects (and no Refinancing that has any of the following effects shall be entitled to the benefits of this Agreement): (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable PercentageMargin” (or a similar component of the interest rate under the First Lien Loan Documents Documents, however denominated), at any level of the pricing grid, by more than 300 basis points compared to the “Applicable Margin” applicable to such level on the pricing grid under the First Lien Credit Agreements as in effect on the date hereof (giving effect to the First Lien Fifth Amendment), excluding increases resulting from the accrual of interest at the default rate, (iii) Amend, directly or indirectly, any limitations set forth in the First Lien Loan Documents on the date hereof in respect of the individual right of any First Lien Secured Party (A) to enforce any right arising out of the First Lien Loan Documents other than through the First Lien Global Administrative Agent, (B) to realize upon any Liens granted under any First Lien Loan Documents or to otherwise enforce or exercise any right or remedy in respect of such Liens, (C) to institute any judicial action pertaining to the First Lien Loan Documents or exercise any other remedy pertaining to the First Lien Loan Documents, including the limitations set forth in Sections 2.5(a) and 5.12 of the First Lien Intercreditor Agreement, (iv) extend Amend, directly or indirectly, the scheduled maturity date provisions set forth in Section 3.2(b) of the First Lien Intercreditor Agreement or (v) Amend, directly or indirectly, the provisions set forth in Section 3.2(d) or 3.2(e) of the First Lien Intercreditor Agreement, or the provisions set forth in Section 3.2(c) of the First Lien Intercreditor Agreement insofar as such provisions refer to any such Section 3.2(d) or 3.2(e) (it being agreed that the provisions referred to in the foregoing clauses (iii), (iv) and (v) shall be deemed to have been incorporated and made part of any New First Lien Loan Documents and shall apply to any Refinancing of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further Agreements); provided, that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, shall agree in writing to be bound by the terms of this AgreementAgreement (including the provisions of this Section); and provided further that nothing in this paragraph shall affect any limitation on any such Amendment or Refinancing that is set forth in the Term Credit Agreement or the Existing Senior Notes Indenture.

Matters Relating to Loan Documents. (a) The First Lien Loan Credit Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and new First Lien Credit Documents may be entered into (any of the Indebtedness foregoing, a "FIRST LIEN CREDIT DOCUMENTS MODIFICATION"), and the indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, provided that no such amendment, restatement, supplement, modification First Lien Credit Documents Modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) Credit Documents, plus (B) the amount unused portion of unused the revolving credit commitments under the First Lien Loan Documents as of the date of this AgreementCredit Documents, plus (C) the aggregate principal amount of Indebtedness any unused term loan commitments that may be incurred established pursuant to one such First Lien Credit Documents Modification or more incremental term loan Refinancing, plus (D) the aggregate face amount of all letters of credit issued or incremental revolving credit facilities pursuant to deemed issued and outstanding under the First Lien Loan Credit Documents as (in effect as the case of each of the date of this Agreement foregoing clauses (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”A), (iiiB), (C) increase and (D), as determined after giving effect to such First Lien Credit Documents Modification or Refinancing) exceeding the “Maximum First Lien Obligations Amount, (ii) set the "Applicable Percentage” Margin" or similar component of the interest rate under the First Lien Loan Credit Documents in a manner that would result in the total yield on indebtedness thereunder to exceed by more than 300 basis points 3.00% per annum the maximum total yield on indebtedness thereunder as in effect on the Closing Date (excluding (I) increases resulting from the accrual of interest at the default raterate and (II) increases attributable to changes in the Eurodollar Rate or the Alternate Base Rate) or (iviii) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement or any Refinancing thereof; and provided further provided, further, that the holders of the Indebtedness indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

Matters Relating to Loan Documents. (ai) The Subject to the provisions of Section 15.1, the provisions of the Loan Documents related to the First Lien Loan Documents Facilities may be amended, restated, restated supplemented or otherwise modified in accordance with their terms, and new Loan Documents related to the First Lien Facilities may be entered into (any of the foregoing, a "First Lien Loan Documents Modification" and such amended, restated, supplemented or otherwise modified First Lien Facilities, "Modified First Lien Facilities"), and the Indebtedness under the First Lien Credit Agreement Facilities may be RefinancedRefinanced (such Refinanced First Lien Facilities, "Refinanced First Lien Facilities"), in each case, without the consent of any Second Lien Secured PartyParty (except as required under Section 15.1); provided, however, that, without the consent of the Second Lien Required Lenders, provided that no such amendment, restatement, supplement, modification First Lien Loan Documents Modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (iA) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1I) the aggregate principal amount of all loans outstanding under the such Modified First Lien Loan Documents as Facilities or Refinanced First Lien Facilities, plus (II) the unused portion of the date revolving commitments under such Modified First Lien Facilities or Refinanced First Lien Facilities, plus (III) the aggregate face amount of this Agreement minus all letters of credit issued or deemed issued and outstanding under such Modified First Lien Facilities or Refinanced First Lien Facilities, plus (2IV) the aggregate amount of any permanent repayments new term loan commitments that may be established at the request of Loans the Borrower under the Modified First Lien Facilities or Refinanced First Lien Facilities (in the case of each of the foregoing clauses (I), (II), (III) and (IV), as determined after giving effect to such First Lien Loan Documents Modification or Refinancing) exceeding the sum of (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (Cv) the aggregate principal amount of Indebtedness that may be incurred pursuant outstanding First Lien Facility Loans, plus (w) the unused portion of the Revolving Commitments, plus (x) the aggregate face amount of all Letters of Credit issued or deemed issued and outstanding, plus (y) if the OTC Long Term Note is then outstanding, the amount of First Lien Facility Loans permitted under Section 9.2(g) (for the purposes set forth therein) (in the case of each the foregoing clauses (v), (w), (x) and (y), as determined immediately prior to one or more incremental term loan or incremental revolving credit facilities pursuant to the such First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”Modification or Refinancing), plus (iiiz) increase an amount that, for all such First Lien Loan Documents Modifications and Refinancings, does not exceed $5,000,000 in the “aggregate, (B) set the "Applicable Percentage” Margin" or similar component of the interest rate under such Modified First Lien Facilities or Refinanced First Lien Facilities in a manner that would result in the total yield on Indebtedness thereunder to exceed by more than 4.00% per annum the maximum total yield on Indebtedness under the First Lien Loan Documents by more than 300 basis points Facilities as in effect on the Restatement Effective Date (excluding (I) increases resulting from the accrual of interest at the default raterate and (II) increases attributable to changes in the Eurodollar Base Rate or the ABR) or (ivC) extend set the scheduled maturity date of the Indebtedness under the any Modified First Lien Credit Agreement Facility or any Refinancing thereof Refinanced First Lien Facility beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement Facilities; and provided further provided, further, that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this AgreementSection 14.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans (which includes unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2Documents) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) at such time, plus (B) the unused portion of the Borrowing Base at such time, exceeding 100% of the then applicable Borrowing Base, determined by giving pro forma effect to any increase resulting from the acquisition or other addition of properties proposed to be consummated pursuant to such amendment, restatement, supplement, modification or Refinancing, which Borrowing Base shall at no time exceed $100,000,000 (it being understood that no increase of the Borrowing Base to an amount not in excess of $100,000,000 shall, in and of itself, require the consent of the Second Lien Required Lenders) less the amount of unused revolving credit commitments under the First Lien Loan Documents as all mandatory repayments of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant any Loans to the First Lien extent accompanied by a corresponding reduction in the Maximum Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable PercentageMargin” or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) without an equivalent increase in the “Applicable Margin” or similar component of the interest rate under the Second Lien Loan Documents (excluding increases resulting from the accrual of interest at the default rate), (iv) extend the scheduled maturity date Termination Date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity Termination Date of the Indebtedness under the Second Lien Credit Agreement; (v) modify Section 7.05(b) of the First Lien Credit Agreement with respect to any increase (or have the effect of increasing) in the amount of dispositions of Collateral, the proceeds of which are not required to be used to prepay the First Lien Obligations and which may be retained by the Loan Parties for use as working capital or (vi) waive or otherwise modify in a manner adverse to the Second Lien Secured Parties any mandatory prepayments of First Lien Obligations pursuant to Section 2.04 of the First Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision the provisions of this Agreement, (ii) directly increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable Percentage” or similar component of the interest rate under margins accruing on the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual principal of interest at the default rate) or (iv) extend the scheduled maturity date loans and letters of the Indebtedness credit under the First Lien Credit Agreement or any Refinancing thereof beyond (determined on a weighted average basis) to an amount greater than 3.00% per annum above the applicable interest rate margins accruing on the principal of loans and letters of credit under the First Lien Credit Agreement as in effect on the date hereof (excluding, without limitation, any underlying benchmark rates or any fluctuations thereof, any benchmark rate “floor” not exceeding 1.00% per annum in respect of any eurodollar rate “floor” or 2.00% per annum in respect of any alternate base rate “floor”, any default rate not exceeding 2.00% per annum, any interest or fees that are paid-in-kind (and not paid in cash until the final scheduled maturity date of the Indebtedness under First Lien Secured Obligations or any Refinancing thereof, as applicable), any original issue discount, upfront fees and prepayment premiums and any fees payable in connection with any amendment, restatement, supplement, modification, Refinancing, waiver, consent or similar agreement), (iii) add or modify in a manner adverse to the interests of the Second Lien Secured Parties any express prohibition or restriction on the payment of the Second Lien Secured Obligations except as set forth in Section 7.01(b) or in the First Lien Credit Agreement as in effect on the date hereof, (iv) modify (A) any of the restrictions as set forth in the First Lien Credit Agreement as in effect on the date hereof on assignment of, or participation in, all or any portion of the First Lien Secured Obligations or Excess First Lien Obligations to the Borrower or any Affiliate (including any Subsidiary) thereof or (B) any of the requirements as set forth in the First Lien Credit Agreement as in effect on the date hereof that any First Lien Secured Obligations or Excess First Lien Obligations acquired by the Borrower are deemed automatically cancelled and no longer outstanding, (v) restrict the amendment or other modification of the Second Lien Loan Documents or impose express restrictions or conditions on any Refinancing thereof except as set forth in Section 7.01(b) or in the First Lien Credit Agreement as in effect on the date hereof or (vi) amend, modify, affect the rights, duties, privileges, protections, indemnities or immunities of, or otherwise impose duties that are adverse on, the Second Lien Representative without its prior written consent; provided further that that, in the event of a Refinancing, the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalfbehalf (to the extent such holders and the agent of such holders, in such capacity, are not already bound by the terms of this Agreement), agree in writing to be bound by the terms of this AgreementAgreement pursuant to an amendment effected in accordance with Section 10.05.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 20,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) Agreement, plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement (provided that it is understood and agreed that for purposes of this Section 7.01(a) there shall be deemed to be $50,000,000 in revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement), plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”)Agreement, (iii) increase the “Applicable Percentage” or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) or (iv) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

Matters Relating to Loan Documents. (a) The First Lien Loan Documents may be amended, restated, supplemented or otherwise modified Amended in accordance with their terms, and the Indebtedness under the First Lien Credit Agreement Agreements may be Refinanced, in each case, case without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Term Required Lenders, no neither the First Lien Collateral Agent nor any First Lien Consenting Lender shall agree to such amendment, restatement, supplement, modification Amendment or Refinancing (or successive amendments, restatements, supplements, modifications Amendments or Refinancings) that shall, directly or indirectly, have any of the following effects (and no Refinancing that has any of the following effects shall be entitled to the benefits of this Agreement): (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable PercentageMargin” (or a similar component of the interest rate under the First Lien Loan Documents Documents, however denominated), at any level of the pricing grid, by more than 300 basis points compared to the “Applicable Margin” applicable to such level on the pricing grid under the First Lien Credit Agreements as in effect on the date hereof (giving effect to the First Lien Fifth Amendment), excluding increases resulting from the accrual of interest at the default rate, (iii) Amend, directly or indirectly, any limitations set forth in the First Lien Loan Documents on the date hereof in respect of the individual right of any First Lien Secured Party (A) to enforce any right arising out of the First Lien Loan Documents other than through the First Lien Global Administrative Agent, (B) to realize upon any Liens granted under any First Lien Loan Documents or to otherwise enforce or exercise any right or remedy in respect of such Liens, (C) to institute any judicial action pertaining to the First Lien Loan Documents or exercise any other remedy pertaining to the First Lien Loan Documents, including the limitations set forth in Sections 2.5(a) and 5.12 of the First Lien Intercreditor Agreement, (iv) extend Amend, directly or indirectly, the scheduled maturity date provisions set forth in Section 3.2(b) of the First Lien Intercreditor Agreement or (v) Amend, directly or indirectly, the provisions set forth in Section 3.2(d) or 3.2(e) of the First Lien Intercreditor Agreement, or the provisions set forth in Section 3.2(c) of the First Lien Intercreditor Agreement insofar as such provisions refer to any such Section 3.2(d) or 3.2(e) (it being agreed that the provisions referred to in the foregoing clauses (iii), (iv) and (v) shall be deemed to have been incorporated and made part of any New First Lien Loan Documents and shall apply to any Refinancing of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further Agreements); provided, that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, shall agree in writing to be bound by the terms of this Agreement.Agreement (including the provisions of this Section); and provided further that nothing in this paragraph shall affect any limitation on any such Amendment or Refinancing that is set forth in the Term Credit Agreement or the Existing Senior Notes Indenture. (b) The Second Lien Loan Documents may be Amended, and the Indebtedness under the Term Credit Agreement and the Existing Senior Notes Indenture may be Refinanced, in each case without the consent of any First Lien Secured Party; provided, however, that, without the consent of the First Lien Required Lenders, no such Amendment or Refinancing (or successive Amendments or Refinancings) of Term Loan

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 result in the sum of (A) (1) the aggregate principal amount of all loans (which includes unreimbursed letter of credit obligations outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2Documents) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) at such time, plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as portion of the date Borrowing Base at such time, exceeding 120% of this Agreementthe then applicable Borrowing Base, plus (C) determined by giving pro forma effect to any increase resulting from the aggregate principal amount acquisition or other addition of Indebtedness that may properties proposed to be incurred consummated pursuant to one such amendment, restatement, supplement, modification or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”)Refinancing, (iii) increase the “Applicable Percentage” or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points above the maximum amount thereof on the date hereof (assuming a borrowing of 100% of the available Borrowing Base) (excluding increases resulting from the accrual of interest at the default rate) ), or (iv) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement Agreement; and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.

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 Indebtedness under the First Lien Credit Agreement may be Refinanced, in each case, case without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 the sum of (A) (1) 10,000,000 the aggregate principal amount of all loans Indebtedness then outstanding under the First Lien Loan Documents as of the date of this Agreement minus Documents, (2iii) the aggregate amount of charge any permanent repayments of Loans under additional fee (other than fees set forth in the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of on the date hereof and customary and amendment fees, administrative fees and servicing fees) in lieu of this Agreementincreasing the interest rate margins in a manner expressly intended to, plus (C) and having the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to effect of, violating the First Lien Loan Documents as in effect as of foregoing limitation on increasing the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”)interest rate margins, (iiiiv) increase the “"Applicable Percentage” " or similar component of the interest rate under the First Lien Loan Documents by more than 300 basis points (excluding increases resulting from the accrual of interest at the default rate) or ), (iv) extend the scheduled maturity date of the Indebtedness under the First Lien Credit Agreement or any Refinancing thereof beyond the scheduled maturity of the Indebtedness under the Second Lien Credit Agreement and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement or (v) contravene the provisions of this Agreement.

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 Indebtedness under the First Lien Credit Agreement Agreements may be Refinanced, in each case, without the consent of any Second Lien Secured Party; provided, however, that, without the consent of the Second Lien Required Majority Lenders, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall (i) contravene any provision of this Agreement, (ii) increase by more than $15,000,000 the sum of (A) (1) the aggregate principal amount of all loans outstanding under the First Lien Loan Documents as of the date of this Agreement minus (2) the aggregate amount of any permanent repayments of Loans under the First Lien Loan Documents (excluding any repayments of revolving facilities without corresponding reductions of Commitments and any repayments of Indebtedness in connection with a substantially contemporaneous refinancing thereof) plus (B) the amount of unused revolving credit commitments under the First Lien Loan Documents as of the date of this Agreement, plus (C) the aggregate principal amount of Indebtedness that may be incurred pursuant to one or more incremental term loan or incremental revolving credit facilities pursuant to the First Lien Loan Documents as in effect as of the date of this Agreement (the maximum amount of Indebtedness permitted to be incurred pursuant to this Section 7.01(a)(ii) being referred to herein as the “Cap Amount”), (iii) increase the “Applicable Percentage” or similar component of the interest rate on the loans under the Original First Lien Loan Documents Credit Agreement (assuming a borrowing of 100% of the available borrowing base) by more than 300 200 basis points (excluding increases not to exceed 300 basis points resulting from the accrual of interest at the default rate), (iii) modify or impose any scheduled amortization of any portion of the principal amount of the First Lien Indebtedness, (iv) extend add or make more restrictive any event of default or any covenant with respect to the scheduled maturity date First Lien Indebtedness or make any change to any event of default or any covenant which would have the effect of making such event of default or covenant more restrictive, unless a corresponding amendment is offered to the Second Lien Lenders, (v) change any redemption, put or prepayment provisions of the First Lien Indebtedness, (vi) directly or indirectly prohibit or restrict the payment of principal of, interest on, or other amounts payable with respect to the Second Lien Indebtedness under in a manner that is more restrictive than the prohibitions and restrictions currently contained in the First Lien Credit Agreement Agreements, (vii) contractually subordinate in right of payment any of the First Lien Indebtedness, or subordinate the Lien on any of the Collateral securing the First Lien Indebtedness, (viii) materially change the definitions of “Borrowing Base”, “Oil and Gas Properties”, or any Refinancing thereof beyond the scheduled maturity of the component definitions thereof in a manner that would materially increase the availability of credit; or (ix) add additional Property as collateral to secure the First Lien Indebtedness under unless the Borrower complies with Section 2.3 and the terms of the Second Lien Credit Agreement Agreement; and provided further that the holders of the Indebtedness resulting from any such Refinancing, or a duly authorized agent on their behalf, agree in writing to be bound by the terms of this Agreement.