“New Money DIP Notes Obligations” means all “Obligations” as defined in the New Money DIP Note Purchase Agreement and all New Money DIP Notes Obligations (as defined in the DIP Order).

DIP Facility and Capital Equity Investment. As of the Effective Date, and subject to the terms, conditions, and priorities set forth in the DIP Facility Order, the DIP Facility Claims shall be deemed to be Allowed in the full amount due and owing under the DIP Facility. In full satisfaction of and in exchange for each DIP Facility Claim, each holder of a DIP Facility Claim shall receive its Pro Rata share of the DIP Equity Recovery. Such treatment shall render each DIP Facility Claim satisfied in full on the Effective Date, consistent with the terms of the DIP Facility Loan Agreement and the RSA. For the avoidance of doubt: # any and all fees, interest paid in kind, and accrued but unpaid interest and fees arising under the DIP Facility Loan Agreement shall be satisfied in full upon the receipt of the DIP Equity Recovery by the holders of the DIP Facility Claims pursuant to Article II.B of the Plan; and # the accrual and satisfaction of such fees and interest shall not reduce in any way the Supporting Common Interest Holders’ obligations to fund the full amount of the Capital Equity Investment pursuant to the RSA and Article IV.C of the Plan. Notwithstanding anything to the contrary in this Confirmation Order or the Plan, on the Effective Date the Debtors shall pay in Cash all accrued and unpaid reasonable and documented fees and expenses of the Supporting Common Interest Holders, in their capacities as such and as the DIP Facility Lenders, and the Consenting Creditors (including legal and financial and any other special advisors retained by the Consenting Creditors or Supporting Common Interest Holders either before or during the Chapter 11 Cases). On the Effective Date, and subject to the satisfaction of the conditions to the Effective Date, the Supporting Common Interest Holders shall make the following capital contributions to Reorganized Holdco: # EIG shall contribute an amount in cash equal to $85 million less its Pro Rata portion of any obligations then outstanding under the DIP Facility; and # Tailwater shall contribute an amount in cash equal to $85 million less its Pro Rata portion of any obligations then outstanding under the DIP Facility.

“DIP Order” means the Interim DIP Order or the Final DIP Order, whichever is in effect from time to time.

Collateral Trustee, respectively, and on behalf of such Holder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the DIP Order or DIP Documents, such provision of the DIP Order or DIP Documents shall control. The foregoing provisions are intended as an inducement to the holders of Lenders Debt, New Money DIP Notes, and Roll-Up Notes to extend credit and such holders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (as modified by the DIP Order), DIP Order and DIP Documents.

Reference is made to the Intercreditor Agreement, the DIP Order and the DIP Documents. Each Holder, by its acceptance of a Note, # consents to the subordination of Liens provided for in the Intercreditor Agreement (as modified by the DIP Order) and the terms, conditions, rights and priorities set forth in the DIP Order and DIP Documents, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (as modified by the DIP Order), the DIP Order and the DIP Documents and # authorizes and instructs the Initial Notes Trustee and the Notes Collateral Trustee to enter into the DIP Documents, as applicable, as Initial Notes Trustee and Notes

“New Money DIP Note Purchase Documents” means the New Money DIP Note Purchase Agreement, the New Money DIP Notes, the related security documents, intercreditor agreement, collateral trust agreement, the DIP Order, and all other documents, agreements and instruments executed in connection therewith.

“DIP Liens” has the meaning defined in the DIP Order.

Annual Business Plan and Budget. As soon as available, but in any event within forty-five (45) days after the beginning of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a consolidated basis for such fiscal year prepared by management, in form reasonably satisfactory to the Administrative Agent.

incurred by it relating to or in connection with any Security Document, the DIP Order, any DIP Document, or this Indenture;

“DIP Facility Lenders” means the Supporting Common Interest Holders, in their capacity as lenders party to the DIP Facility Loan Agreement.