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.

“Aggregate Revolving Loan Commitment” means the aggregate of the Revolving Loan Commitments then in effect of all the Revolving Loan Lenders, as the same may be reduced or increased from time to time pursuant to the terms hereof. As of the Restatement Effective Date, after giving effect to the transactions contemplated by the Fourth Amendment and Restatement Agreement, the Aggregate Revolving Loan Commitment is $625,000,000.

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].

Each party to this Agreement acknowledges and agrees that this Agreement and the documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing or termination of any of the Obligations under the Existing Credit Agreement as in effect prior to the Restatement Effective Date or a novation or payment and reborrowing of any amount owing under the Existing Credit Agreement as in effect prior to the Restatement Effective Date.