Common use of Assumption Relating to Misappropriation Transaction Clause in Contracts

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second Amendment to Amended and Restated Credit Agreement have been entered into by the Borrowers, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ good faith best estimate of the amount of funds misappropriated from Quest Resource Corporation, Quest Energy Partners, L.P. or a Subsidiary of Quest Energy Partners, L.P. prior to entering into the Second Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second Amendment to Amended and Restated Credit Agreement becomes effective other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The Borrowers, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the Borrowers, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties hereto. Notwithstanding the foregoing, any fees paid pursuant to the Second Amendment to Amended and Restated Credit Agreement shall be nonrefundable and the Applicable Rate shall be the Eurodollar Rate + 4.0% per annum or the Base Rate + 3.0% per annum.”

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second First Amendment to Amended and Restated Credit Agreement have been entered into by the BorrowersBorrower, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ Borrower’s internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ Borrower’s good faith best estimate of the amount of funds misappropriated from Quest Resource Corporationthe Borrower, Quest Energy Partners, L.P. QELP or a Subsidiary of Quest Energy Partners, L.P. their Subsidiaries prior to entering into the Second First Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second First Amendment to Amended and Restated Credit Agreement becomes effective the Borrower determines (i) that the amount of funds misappropriated exceeds $11 million or (ii) other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second First Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second First Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Resource Corporation Amended and Restated Credit Agreement Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The BorrowersBorrower, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the BorrowersBorrower, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties heretoDocument. Notwithstanding the foregoing, any fees paid pursuant to the Second First Amendment to Amended and Restated Credit Agreement shall be nonrefundable and any increases in the Applicable Rate shall be the Eurodollar Rate + 4.0% per annum or the Base Rate + 3.0% per annumcontinue in full force and effect.”

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second Amendment to Amended and Restated Credit Agreement have been entered into by the BorrowersBorrower, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ Borrower’s internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ Borrower’s good faith best estimate of the amount of funds misappropriated from Quest Resource Corporation, Quest Energy Partnersthe MLP, L.P. the Borrower or a Subsidiary of Quest Energy Partners, L.P. their Subsidiaries prior to entering into the Second Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second Amendment to Amended and Restated Credit Agreement becomes effective the Borrower determines (i) that the amount of funds misappropriated exceeds $11 million or (ii) other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The BorrowersBorrower, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the BorrowersBorrower, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties hereto. Notwithstanding the foregoing, any fees paid pursuant to the Second Amendment to Amended and Restated Credit Agreement shall be nonrefundable and the Applicable Rate shall be the Eurodollar Rate + 4.0% per annum or the Base Rate + 3.0% per annum.”” Cherokee Amended and Restated Credit Agreement

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second First Amendment to Amended and Restated Credit Agreement have been entered into by the BorrowersBorrower, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ Borrower's internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ Borrower's good faith best estimate of the amount of funds misappropriated from Quest Resource Corporation, Quest Energy Partnersthe MLP, L.P. the Borrower or a Subsidiary of Quest Energy Partners, L.P. their Subsidiaries prior to entering into the Second First Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second First Amendment to Amended and Restated Credit Agreement becomes effective the Borrower determines (i) that the amount of funds misappropriated exceeds $11 million or (ii) other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second First Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second First Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The BorrowersBorrower, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the BorrowersBorrower, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties hereto. Notwithstanding the foregoing, any fees paid pursuant to the Second First Amendment to Amended and Restated Credit Agreement shall be Cherokee Second Lien Senior Term Loan Agreement nonrefundable and the Applicable Rate shall be the Eurodollar Rate + 4.09.0% per annum or the Base Rate + 3.08.0% per annum.”

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second Amendment to Amended and Restated Credit Agreement have been entered into by the BorrowersBorrower, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ Borrower's internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ Borrower's good faith best estimate of the amount of funds misappropriated from Quest Resource Corporation, Quest Energy Partnersthe MLP, L.P. the Borrower or a Subsidiary of Quest Energy Partners, L.P. their Subsidiaries prior to entering into the Second Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second Amendment to Amended and Restated Credit Agreement becomes effective the Borrower determines (i) that the amount of funds misappropriated exceeds $11 million or (ii) other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The BorrowersBorrower, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the BorrowersBorrower, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties hereto. Notwithstanding the foregoing, any fees paid pursuant to the Second Amendment to Amended and Restated Credit Agreement shall be nonrefundable and the Applicable Rate shall be the Eurodollar Rate + 4.0% per annum or the Base Rate + 3.0% per annum.”

Assumption Relating to Misappropriation Transaction. The waivers and amendments set forth in the Second First Amendment to Amended and Restated Credit Agreement have been entered into by the BorrowersBorrower, the Administrative Agent and the Lenders prior to the completion of the Borrowers’ Borrower’s internal investigation and forensic accounting investigation relating to the Misappropriation Transaction. The Borrowers’ Borrower’s good faith best estimate of the amount of funds misappropriated from Quest Resource Corporation, Quest Energy Partnersthe MLP, L.P. the Borrower or a Subsidiary of Quest Energy Partners, L.P. their Subsidiaries prior to entering into the Second First Amendment to Amended and Restated Credit Agreement is $10 million. If after the Second First Amendment to Amended and Restated Credit Agreement becomes effective the Borrower determines (i) that the amount of funds misappropriated exceeds $11 million or (ii) other facts or circumstances concerning the Misappropriation Transaction previously unknown to the Lenders are discovered that result in the Lenders in good faith determining that the facts and circumstances concerning the Misappropriation Transaction assumed to exist at the time the Second First Amendment to Amended and Restated Credit Agreement was entered into were materially erroneous, then in any such instance the waivers and amendments directly relating to the Misappropriation Transaction set forth in the Second First Amendment to Amended and Restated Credit Agreement shall be deemed rescinded and revoked. Notwithstanding such rescission and revocation, neither the Administrative Agent nor any Lender will be authorized to exercise any rights or remedies otherwise available to them as a result of such rescission and revocation until the expiration of the twenty (20) Business Day negotiation period described in the next sentence. The BorrowersBorrower, the Bluestem Pipeline Amended and Restated Credit Agreement Administrative Agent and the Lenders shall negotiate in good faith for a period of twenty (20) Business Days to replace such rescinded and revoked waivers and amendments with replacement waivers and amendments satisfactory to the Administrative Agent and the Lenders in their sole and absolute discretion. If the BorrowersBorrower, Administrative Agent and Required Lenders fail to replace such rescinded and revoked waivers First Amendment to Quest Cherokee Second Lien Senior Term Loan Agreement and amendments at the end of such twenty (20) Business Day period, those waivers and amendments will cease to be of any force or effect and the Lenders shall be entitled to exercise any rights or remedies available to them under any Loan Document as if this Second Amendment to Credit Agreement had not been entered among the parties hereto. Notwithstanding the foregoing, any fees paid pursuant to the Second First Amendment to Amended and Restated Credit Agreement shall be nonrefundable and the Applicable Rate shall be the Eurodollar Rate + 4.09.0% per annum or the Base Rate + 3.08.0% per annum.”