Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions.

Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

Effect. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unchanged and not waived and shall continue to be in full force and effect. This Amendment constitutes a Credit Document under the Credit Agreement.

Effect. Except as expressly amended by the provisions of this Second Amendment, all of the terms and provisions of the Employment Agreement shall remain in full force and effect.

The Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date # the accuracy of all representations and warranties in the Loan Documents and # that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.

. On the Fifth Restatement Effective Date, after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

Availability, after giving effect to the extensions of credit on the Sixth Restatement Effective Date under this Agreement and the payment of all fees and expenses required to be paid by Borrowers on the Sixth Restatement Effective Date under this Agreement or the other Loan Documents, shall equal or exceed $250,000,000;

outstanding principal amount of the sum of all Revolver Advances, after giving effect to the Borrowing to be made on the Restatement Date].

“Fourth Amendment Effective Date” shall mean the Restatement Effective Date (as defined in the Revolving Credit Agreement (as in effect on April 8, 2016).

as required by Section 5.04, the aggregate Revolver Advances, after giving effect to the Borrowing to be made on the Restatement Date minus Cash and Cash Equivalents [does][does not] exceed 8590% of the Adjusted Borrowing Base [and the Borrower has Liquidity in excess of 1510% of the aggregate outstanding principal amount of the sum of all Revolver Advances, after giving effect to the Borrowing to be made on the Restatement Date].