Montage Resources Corporation · 2019-03-06 · Item 1.01 Entry into a Material Definitive Agreement. On February 28, 2019, Montage Resources Corporation (f/k/a Eclipse Resources

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2019

Montage Resources Corporation(Exact name of Registrant as Specified in Its Charter)

Delaware 001-36511 46-4812998

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

122 W. John Carpenter Freeway, Suite 300Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 444-1647

Not Applicable(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement.

On February 28, 2019, Montage Resources Corporation (f/k/a Eclipse Resources Corporation) (the “Company”) entered into the Third Amended andRestated Credit Agreement (the “Amended Credit Agreement”) among the Company, Bank of Montreal, as administrative agent, the lenders party thereto,and BMO Capital Markets Corp., Capital One, National Association, and KeyBank National Association, as joint lead arrangers and joint bookrunners. TheAmended Credit Agreement amends and restates the Second Amended and Restated Credit Agreement of the Company, dated as of June 11, 2015, asamended (the “Former Credit Agreement”).

The Amended Credit Agreement amends the Former Credit Agreement to, among other things, (i) increase the borrowing base of the revolving creditfacility provided for therein from $225 million to $375 million (subject to scheduled and interim redeterminations based on the Company’s oil and gasreserves and other adjustments as described in the Amended Credit Agreement), and (ii) extend the maturity date thereof to February 28, 2024 (subject toearlier maturity in the event that the Company’s 8.875% Senior Notes due 2023 in an aggregate principal amount exceeding $50,000,000 remainoutstanding on the date that is 180 days prior to their stated maturity date of July 15, 2023).

The Amended Credit Agreement also adjusts the ratio of Consolidated Total Funded Net Debt to EBITDAX (as such terms are defined in the AmendedCredit Agreement) to provide that the Company will not, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31,2019), permit its ratio of Consolidated Total Funded Net Debt to EBITDAX for the four previous fiscal quarters to be greater than 4.00 to 1.00.

Indebtedness under the Amended Credit Agreement will be secured by mortgages on at least 85% of the total value of the Company’s proved reserves andguarantees from its operating subsidiaries, including Blue Ridge Mountain Resources, Inc. (“Blue Ridge”). Interest will generally be payable at variablerates (generally based upon LIBOR, the prime rate, or the federal funds rate, with specified adjustments), plus an applicable margin as specified in theAmended Credit Agreement, based on the Company’s election at the time of borrowing. The Amended Credit Agreement contains financial, restrictive, andaffirmative covenants and events of default generally consistent with those under the Former Credit Agreement.

The description of the Amended Credit Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to theAmended Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On February 28, 2019, in connection with the consummation of the Merger (as defined below), the Stockholders Agreement, dated June 25, 2014, by andamong the Company, CKH Partners II, L.P., The Hulburt Family II Limited Partnership, Kirkwood Capital, L.P., EnCap Energy Capital Fund VIII, L.P.,EnCap Energy Capital Fund VIII Co-Investors, L.P., and EnCap Energy Capital Fund IX, L.P., was terminated by the parties thereto. The StockholdersAgreement had provided for the parties thereto, as stockholders of the Company, to take certain actions to cause certain persons to be elected or appointedto the board of directors and board committees of the Company.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 28, 2019, the Company completed its previously announced business combination transaction with Blue Ridge pursuant to that certainAgreement and Plan of Merger, dated as of August 25, 2018 and amended as of January 7, 2019 (the “Merger Agreement”), by and among the Company,Everest Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Blue Ridge. Pursuant to the MergerAgreement, Merger Sub merged with and into Blue Ridge with Blue Ridge continuing as the surviving corporation and a wholly-owned subsidiary of theCompany (the “Merger”).

As a result of the Merger, each share of common stock, par value $0.01 per share, of Blue Ridge issued and outstanding immediately prior to the effectivetime of the Merger (the “Effective Time”), excluding certain Excluded Shares (as such term is defined in the Merger Agreement), was converted into theright to receive from the

Company 0.29506 of a validly issued, fully-paid, and nonassessable share of Common Stock, par value $0.01 per share, of the Company. The exchangeratio reflects an adjustment to account for the 15-to-1 reverse stock split described in Item 5.03 of this Current Report on Form 8-K. Former stockholders ofBlue Ridge will receive cash for any fractional shares of the Company’s Common Stock to which they might otherwise be entitled as a result of the Merger.In addition, upon completion of the Merger, all shares of Blue Ridge restricted stock and all Blue Ridge restricted stock units and performance interestawards were converted into the right to receive shares of Common Stock of the Company or cash, in each case as specified in the Merger Agreement.

The issuance of shares of the Company’s Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the“Securities Act”), pursuant to the Company’s registration statement on Form S-4 (File No. 333-227815), which became effective on January 27, 2019. Theconsent solicitation statement/information statement/prospectus included in the registration statement (the “Consent Solicitation Statement/InformationStatement/Prospectus”) contains additional information about the Merger.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in itsentirety by reference to the Merger Agreement, a copy of which is filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated hereinby reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form8-K.

Item 2.05 Costs Associated with Exit or Disposal Activities.

In connection with the business combination transaction with Blue Ridge consummated on February 28, 2019 and described under Item 2.01 above, theCompany began the process of consolidating the principal offices of the Company and Blue Ridge and undertaking a headcount reduction with respect tocertain positions held with the Company and its subsidiaries. The Company anticipates the foregoing process will be completed during the third quarter of2019. The Company will disclose by amendment to this Current Report on Form 8-K the Company’s estimates of the total amount or range of amountsexpected to be incurred with respect to this process following the date the Company makes such determination.

Item 3.03 Material Modification of Rights of Security Holders.

The information included in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 of this Current Report on Form8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

BoardofDirectors

As previously disclosed, effective immediately prior to the Effective Time on February 28, 2019, Randall M. Albert, Benjamin W. Hulburt, Christopher K.Hulburt, and Joseph C. Winkler, III each resigned as directors of the Company.

Effective as of the Effective Time on February 28, 2019, and as required by the Merger Agreement, the board of directors of the Company increased thesize of the board of directors by one member and appointed John K. Reinhart, Eugene I. Davis, Don Dimitrievich, Michael C. Jennings, and Paul R. Smithas directors of the Company.

On February 28, 2019, Paul R. Smith resigned as a director of the Company and the board of directors of the Company appointed Randall M. Albert to fillthe vacant directorship.

The Company believes that each individual designated to be a director of the Company, other than Mr. Reinhart, is independent as defined by the listingstandards of the New York Stock Exchange and applicable SEC rules. Mr. Davis was appointed as chair of the Nominating and Governance Committee andas a member of the Compensation Committee, Mr. Jennings was appointed chairman of the board of directors and as a member of the Audit andCompensation Committees, and Mr. Albert was appointed as a member of the Audit and Nominating and Governance Committees.

The non-employee directors of the Company will receive compensation for their services as directors in accordance with the Non-Employee DirectorCompensation Policy as preliminarily approved by the board of directors of the Company on February 28, 2019, subject to final approval by theCompensation Committee and the board of directors of the policy as finalized. Under such policy, each non-employee director would be eligible to receivean annual cash retainer of $75,000 and an annual equity award valued at $100,000 (with a one-year vesting period), the chairman of the board wouldadditionally receive an annual cash retainer of $50,000, the chairs of the Audit and Compensation Committees would additionally receive an annual cashretainer of $25,000, and the chair of the Nominating and Governance Committee would additionally receive an annual cash retainer of $20,000. Eachdirector will be entitled to elect to receive shares of Common Stock of the Company in lieu of the annual cash retainers.

Additional information regarding the individuals named above is included in the Consent Solicitation Statement/Information Statement/Prospectus and inthe definitive Proxy Statement for the Company’s 2018 Annual Meeting of Stockholders.

ExecutiveOfficers

Effective immediately prior to the Effective Time on February 28, 2019, Benjamin W. Hulburt resigned as the Company’s Chairman, President and ChiefExecutive Officer, Matthew R. DeNezza resigned as the Company’s Executive Vice President and Chief Financial Officer, and Christopher K. Hulburtresigned as the Company’s Executive Vice President, Secretary and General Counsel.

Effective as of the Effective Time on February 28, 2019, John K. Reinhart, the former President and Chief Executive Officer of Blue Ridge, became thePresident and Chief Executive Officer of the Company, and Michael Hodges, the former Senior Vice President of Finance of Blue Ridge, became ExecutiveVice President and Chief Financial Officer of the Company.

Additional information regarding the individuals named above is included in the Consent Solicitation Statement/Information Statement/Prospectus.

IndemnificationAgreements

The Company has entered into or will enter into Indemnification Agreements (the “Indemnification Agreements”) with each of the newly appointeddirectors and officers of the Company. These Indemnification Agreements will require the Company to indemnify these individuals to the fullest extentpermitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance expenses incurred as a result of anyproceeding against them as to which they could be indemnified.

The foregoing description of the Indemnification Agreements is not complete and is qualified in its entirety by reference to the form of IndemnificationAgreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective immediately prior to the Effective Time on February 28, 2019, the Company amended and restated its Amended and Restated Certificate ofIncorporation to (among other items as further described the Consent Solicitation Statement/Information Statement/Prospectus) provide for a15-to-1 reverse stock split with respect to the

issued and outstanding shares of the Company’s Common Stock. Holders of shares of the Company’s Common Stock immediately prior to the effectivetime of the Merger will receive cash for any fractional shares of the Company’s Common Stock to which they might otherwise be entitled as a result of thereverse stock split.

In addition, effective immediately prior the Effective Time on February 28, 2019, the Company amended and restated the Amended and Restated Bylaws ofthe Company to, among other things: (i) provide that special meetings of stockholders of the Company may be called only by the Chairman of the Board,Chief Executive Officer, or the board of directors of the Company pursuant to a resolution adopted by a majority of the total number of directors that theCompany would have if there were no vacancies; (ii) amend the stockholder notice procedures with respect to annual and special meetings of stockholdersof the Company; (iii) provide that, subject to the rights of holders of any class or series of preferred stock, any action required or permitted to be taken bythe stockholders of the Company must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing ofsuch stockholders; and (iv) provide that the bylaws may be amended at any regular or special meeting of the stockholders upon the affirmative vote ofholders of at least 66 2/3% in voting power of the shares of the Company entitled to vote in the election of directors.

Following the Effective Time on February 28, 2019, the Company effected a change in its legal name to “Montage Resources Corporation” through aCertificate of Ownership and Merger providing for a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delawarepursuant to which a subsidiary formed solely for the purpose of the name change was merged with and into the Company with the Company remaining asthe surviving corporation in the merger. The short-form merger had the effect of amending the Company’s certificate of incorporation to reflect theCompany’s new legal name.

The foregoing description of the Second Amended and Restated Certificate of Incorporation and reverse stock split, the Second Amended and RestatedBylaws, and the Certificate of Ownership and Merger is qualified in its entirety by reference to the Second Amended and Restated Certificate ofIncorporation (as filed with the Secretary of State of the State of Delaware), the Second Amended and Restated Bylaws, and the Certificate of Ownershipand Merger (as filed with the Secretary of State of the State of Delaware), copies of which are filed as Exhibits 3.1, 3.2, and 3.3 hereto, respectively, and areincorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) FinancialStatements

The financial statements required by this Item 9.01 with respect to the acquisition described in Item 2.01 of this Current Report on Form 8-K are not beingfiled herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Reporton Form 8-K was required to be filed pursuant to Item 2.01.

(b) ProFormaFinancialInformation

The pro forma financial information required by this Item 9.01 with respect to the acquisition described in Item 2.01 of this Current Report on Form 8-Kabove is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the dateon which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(d) Exhibits Exhibit Number Description

2.1*

Agreement and Plan of Merger, dated as of August 25, 2018, among Eclipse Resources Corporation, Everest Merger Sub Inc., and BlueRidge Mountain Resources, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with theSEC on August 27, 2018)

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of January 7, 2019, among Eclipse Resources Corporation, Everest MergerSub Inc., and Blue Ridge Mountain Resources, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form8-K filed with the SEC on January 7, 2019)

3.1

Second Amended and Restated Certificate of Incorporation of Montage Resources Corporation, filed with the Secretary of State of theState of Delaware with an effective date of February 28, 2019

3.2 Second Amended and Restated Bylaws of Montage Resources Corporation

3.3 Certificate of Ownership and Merger, filed with the Secretary of State of the State of Delaware with an effective date of February 28, 2019

10.1

Third Amended and Restated Credit Agreement, dated as of February 28, 2019, among Montage Resources Corporation, Bank ofMontreal, as administrative agent, the lenders party thereto, and BMO Capital Markets Corp., Capital One, National Association, andKeyBank National Association, as joint lead arrangers and joint bookrunners

10.2

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s RegistrationStatement on Form S-1, filed with the Commission on June 2, 2014, File No. 333-195679)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Montage Resources Corporation agrees to furnish a copy of such schedules,

or any section thereof, to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

MONTAGE RESOURCES CORPORATION

Date: March 6, 2019 By: /s/ Paul M. Johnston Name: Paul M. Johnston Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ECLIPSE RESOURCES CORPORATION

Eclipse Resources Corporation (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State ofDelaware as set forth in Title 8 of the Delaware Code (the “ DGCL ”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 13, 2014.The Corporation filed an Amended and Restated Certificate of Incorporation (the “ First Amended and Restated Certificate of Incorporation ”) with theSecretary of State of the State of Delaware on June 23, 2014.

2. This Second Amended and Restated Certificate of Incorporation (this “ Second Amended and Restated Certificate of Incorporation ”), whichrestates and amends the First Amended and Restated Certificate of Incorporation, has been declared advisable by the Board of Directors of the Corporation(the “ Board ”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordancewith Sections 103, 242 and 245 of the DGCL.

3. The First Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety, effective February 28, 2019, at 4:01p.m. Eastern Standard Time, to read as follows:

FIRST: The name of the Corporation is Eclipse Resources Corporation.

SECOND: The address of its registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware19801 in New Castle County, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the DGCL as it currently exists or may hereafter be amended.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,050,000,000 shares of stock, classified as(i) 50,000,000 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”), and (ii) 1,000,000,000 shares of common stock, par value $0.01 pershare (“ Common Stock ”).

Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the DGCL of this Second Amended and Restated Certificate of Incorporation,each 15 shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part ofthe respective holders thereof, be combined and converted into one (1) share of Common Stock (the “ Reverse Stock Split ”). No fractional shares shall beissued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall beentitled to receive cash (without interest or deduction) in lieu of such fractional share interests upon the submission of a letter of transmittal by a stockholderholding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined

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below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the New York StockExchange as of the date of the Effective Time, by (b) the fraction of one share owned by such stockholder. Each certificate that immediately prior to theEffective Time represented shares of Common Stock (“ Old Certificates ”) or book-entry then outstanding representing shares of Common Stock, shallthereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by such Old Certificates or book-entryshall have been combined, subject to the elimination of fractional share interests as described above.

The designations and the powers, preferences, rights, qualifications, limitations and restrictions of Preferred Stock and Common Stock are as follows:

1. Provisions Relating to Preferred Stock .

(a) Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designationsand powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution orresolutions providing for the issue of such class or series adopted by the Board as hereafter prescribed (a “ Preferred Stock Designation ”).

(b) Authority is hereby expressly granted to and vested in the Board to authorize the issuance, without stockholder approval, of Preferred Stockfrom time to time in one or more classes or series, and with respect to each class or series of Preferred Stock, to fix and state by the resolution orresolutions from time to time adopted by the Board providing for the issuance thereof the designation and the powers, preferences, rights,qualifications, limitations and restrictions relating to each class or series of Preferred Stock, including, but not limited to, the following:

(i) whether or not the class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or notsuch class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series ofstock;

(ii) the number of shares to constitute the class or series and the designations thereof;

(iii) the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictionsthereof, if any, with respect to any class or series;

(iv) whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon thehappening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes,securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and themanner of redemption;

(v) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to thepurchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amountthereof, and the terms and provisions relative to the operation thereof;

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(vi) the dividend rate, whether dividends are payable in cash, securities of the Corporation or other property, the conditions upon whichand the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class orclasses or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from whichsuch dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon thevoluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of anyspecified event, shall be convertible into or exchangeable for securities or other property of the Corporation and the conversion price or pricesor ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed orprovided for in such resolution or resolutions;

(ix) whether or not the holders of shares of any class or series shall have any preemptive rights, and the extent of any such rights; and

(x) such other powers, preferences, rights, qualifications, limitations and restrictions with respect to any class or series as may to theBoard seem advisable.

(c) The shares of each class or series of Preferred Stock may vary from the shares of any other class or series thereof in any or all of theforegoing respects.

2. Provisions Relating to Common Stock .

(a) Each share of Common Stock shall have identical rights and privileges in every respect. Common Stock shall be subject to the express termsof Preferred Stock and any class or series thereof. Except as may otherwise be provided in this Second Amended and Restated Certificate ofIncorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for eachsuch share upon all questions presented to the stockholders, the holders of shares of Common Stock shall have the exclusive right to vote for theelection of directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting ofstockholders. Each holder of Common Stock shall be entitled to notice of any stockholders meeting in accordance with the bylaws of the Corporation(as in effect at the time in question) and applicable law at which any matter is to be put to a vote of the holders of Common Stock.

(b) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled tovote on any amendment to this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) that relatessolely to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected class or series are entitled, eitherseparately or together with the holders of one or more other classes or series, to vote thereon pursuant to this Second Amended and RestatedCertificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

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(c) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any class or series thereof, the holders of sharesof Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends anddistributions (payable in cash, securities or otherwise), if any, as may be declared thereon by the Board at any time and from time to time out of anyfunds of the Corporation legally available therefor.

(d) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of thepreferential amounts, if any, to be distributed to the holders of shares of Preferred Stock or any class or series thereof, the holders of shares ofCommon Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably inproportion to the number of shares of Common Stock held by them. A liquidation, dissolution or winding-up of the Corporation, as such terms areused in this paragraph (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any othercorporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(e) The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of sharesthereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporationentitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of theholders of either Common Stock or Preferred Stock voting separately as a class shall be required therefor.

FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board. Subject to the rights of the holders ofany class or series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to timeexclusively pursuant to a resolution adopted by a majority of the Board. All directors shall be of one class and serve for a term ending at the annual meetingfollowing the annual meeting at which the director was elected. Unless and except to the extent that the bylaws of the Corporation so provide, the election ofdirectors need not be by written ballot. Any newly created directorship that results from an increase in the number of directors or any vacancy on the Boardthat results from the death, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of amajority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by thestockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of hisor her predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

SIXTH: Subject to the rights of holders of any class or series of Preferred Stock with respect to such class or series of Preferred Stock, any actionrequired or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may notbe taken by any consent in writing of such stockholders.

SEVENTH: Subject to the rights of holders of any class or series of Preferred Stock with respect to such class or series of Preferred Stock, specialmeetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or the Board pursuant to aresolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies. Subject to the rights of holdersof any class or series of Preferred Stock, the stockholders of the Corporation do not have the power to call a special meeting of stockholders of theCorporation.

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EIGHTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized toadopt, alter, amend or repeal the bylaws of the Corporation without any action on the part of the stockholders of the Corporation. The provisions of thisArticle Eighth notwithstanding, the bylaws of the Corporation shall not be adopted, altered, amended or repealed by the stockholders of the Corporationexcept by the vote of holders of not less than 66 2 / 3 % in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as asingle class. No bylaws hereafter adopted, nor any repeal of or amendment or alteration thereto, shall invalidate any prior act of the Board that was valid atthe time it was taken.

NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary dutyas a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to thecircumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not beliable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director.

Any amendment, repeal or modification of this Article Ninth shall be prospective only and shall not affect any limitation on liability of a director foracts or omissions occurring prior to the date of such amendment, repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest orexpectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunities that are from time totime presented to any of The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership, EnCap Energy Capital Fund VIII, L.P., a Texaslimited partnership, EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership, and EnCap Energy Capital Fund IX, L.P., a Texaslimited partnership and their respective Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, asamended) (each, a “ Sponsor ” and together, the “ Sponsor Group ”) (or any agents, stockholders, members, partners, directors, officers or employees of theSponsor Group) or any of their respective affiliates or any of their respective agents, stockholders, members, partners, directors, officers, employees,affiliates or subsidiaries (other than the Corporation and its subsidiaries) (each, a “ Specified Person ”), including any director or officer of the Corporationwho is also a Specified Person, even if the business opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursuedor had the ability or desire to pursue if granted the opportunity to do so, and no such person shall have any duty to communicate or offer any such businessopportunity to the Corporation or be liable to the Corporation or any of its subsidiaries or any stockholder, including for breach of any fiduciary or otherduty, as a director or officer or controlling stockholder or otherwise, and the Corporation shall indemnify each such person against any claim that suchperson is liable to the Corporation or its stockholders for breach of any fiduciary duty, by reason of the fact that such person (i) participates in, pursues oracquires any such business opportunity, (ii) directs any such business opportunity to another person or (iii) fails to present any such business opportunity, orinformation regarding any such business opportunity, to the Corporation or its subsidiaries, unless, in the case of a Specified Person who is a director orofficer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director orofficer of the Corporation.

Neither the amendment nor repeal of this Article Tenth , nor the adoption of any provision of this Second Amended and Restated Certificate ofIncorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate, reduce orotherwise adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omissionthat occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to suchevent, act or omission arises or is first threatened, commenced or completed).

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If any provision or provisions of this Article Tenth shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reasonwhatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Tenth(including, without limitation, each portion of any paragraph of this Article Tenth containing any such provision held to be invalid, illegal or unenforceablethat is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, theprovisions of this Article Tenth (including, without limitation, each such portion of any paragraph of this Article Tenth containing any such provision heldto be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents frompersonal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by applicable law.

This Article Tenth shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of theCorporation under this Second Amended and Restated Certificate of Incorporation, the bylaws of the Corporation or applicable law. Any person or entitypurchasing or otherwise acquiring any interest in any securities of the Corporation shall be deemed to have notice of and consented to the provisions of thisSecond Amended and Restated Certificate of Incorporation, including this Article Tenth .

ELEVENTH: The Corporation shall not be governed by or subject to the provisions of Section 203 of the DGCL as now in effect or hereafteramended, or any successor statute thereto, as permitted under and pursuant to subsection (b)(3) thereof.

TWELFTH: The Corporation shall have the right, subject to any express provisions or restrictions contained in this Second Amended and RestatedCertificate of Incorporation or the bylaws of the Corporation, from time to time, to amend, alter or repeal any provision of this Second Amended andRestated Certificate of Incorporation in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon adirector or stockholder of the Corporation by this Second Amended and Restated Certificate of Incorporation or any amendment hereof are subject to suchright of the Corporation.

THIRTEENTH: Notwithstanding any other provision of this Second Amended and Restated Certificate of Incorporation or the bylaws of theCorporation (and in addition to any other vote that may be required by applicable law, this Second Amended and Restated Certificate of Incorporation or thebylaws of the Corporation), the affirmative vote of the holders of at least 66 2 / 3 % in voting power of the outstanding shares of stock of the Corporationentitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Second Amended and RestatedCertificate of Incorporation.

FOURTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware(or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) shall, to the fullest extentpermitted by applicable law and subject to applicable jurisdictional requirements, be the sole and exclusive forum for any current or former stockholder(including any current or former beneficial owner) to bring internal corporate claims (as defined below). For purposes of this Article Fourteenth , internalcorporate claims mean claims, including claims in the right of the Corporation: (a) that are based upon a violation of a duty by a current or former director,officer, employee or stockholder in such capacity; or (b) as to which the DGCL confers jurisdiction upon the Court of Chancery.

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If any action the subject matter of which is within the scope of this Article Fourteenth is filed in a court other than the Court of Chancery (or, if theCourt of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) (a “ foreign action ”) by anycurrent or former stockholder (including any current or former beneficial owner), such stockholder shall be deemed to have consented to: (a) the personaljurisdiction of the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) in connection with any actionbrought in any such court to enforce this Article Fourteenth ; and (b) having service of process made upon such stockholder in any such action by serviceupon such stockholder’s counsel in the foreign action as agent for such stockholder.

If any provision of this Article Fourteenth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance forany reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance andof the remaining provisions of this Article Fourteenth (including, without limitation, each portion of any sentence of this Article Fourteenth containing anysuch provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provisionto other persons or entities or circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiringany interest in any securities of the Corporation shall be deemed to have notice of and consented to the provisions of this Amended and Restated Certificateof Incorporation, including this Article Fourteenth .

(Signaturepagefollows.)

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this 28th day of February,2019.


By: /s/ Christopher K. HulburtName: Christopher K. HulburtTitle:

Executive Vice President, Secretary and GeneralCounsel

[Second Amended and Restated Certificate of Incorporation – Eclipse Resources Corporation]

Exhibit 3.2

SECOND AMENDED AND RESTATED BYLAWS

OF


Incorporated under the Laws of the State of Delaware

TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1

Section 1.1. Registered Office 1 Section 1.2. Other Offices 1

ARTICLE II STOCKHOLDERS 1

Section 2.1. Annual Meeting 1 Section 2.2. Special Meeting 1 Section 2.3. Record Date 1 Section 2.4. Stockholder List 2 Section 2.5. Place of Meeting 2 Section 2.6. Notice of Meeting 2 Section 2.7. Quorum and Adjournment of Meetings 3 Section 2.8. Proxies 3 Section 2.9. Notice of Stockholder Business and Nominations 3 Section 2.10. Conduct of Business 8 Section 2.11. Required Vote 8 Section 2.12. Treasury Stock 8 Section 2.13. Inspectors of Elections; Opening and Closing the Polls 9 Section 2.14. Stockholder Action by Written Consent 9

ARTICLE III BOARD OF DIRECTORS 9

Section 3.1. General Powers 9 Section 3.2. Number, Tenure and Qualifications 9 Section 3.3. Regular Meetings 9 Section 3.4. Special Meetings 9 Section 3.5. Notice 9 Section 3.6. Action by Consent of Board 10 Section 3.7. Conference Telephone Meetings 10 Section 3.8. Quorum 10 Section 3.9. Vacancies 10 Section 3.10. Records 10 Section 3.11. Compensation 10 Section 3.12. Regulations 11

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TABLE OF CONTENTS(continued)

Page

ARTICLE IV COMMITTEES 11

Section 4.1. Designation; Powers 11 Section 4.2. Procedure; Meetings; Quorum 11 Section 4.3. Substitution of Members 11

ARTICLE V OFFICERS 11

Section 5.1. Officers 11 Section 5.2. Election and Term of Office 12 Section 5.3. Chairman of the Board 12 Section 5.4. Chief Executive Officer 12 Section 5.5. President 12 Section 5.6. Treasurer 12 Section 5.7. Secretary 12 Section 5.8. Vacancies 13 Section 5.9. Action with Respect to Securities of Other Corporations 13

ARTICLE VI STOCK CERTIFICATES AND TRANSFERS 13

Section 6.1. Stock Certificates and Transfers 13 Section 6.2. Lost, Stolen or Destroyed Certificates 14 Section 6.3. Ownership of Shares. 14 Section 6.4. Regulations Regarding Certificates 14

ARTICLE VII MISCELLANEOUS PROVISIONS 14

Section 7.1. Fiscal Year 14 Section 7.2. Checks, Notes, Drafts, Etc. 14 Section 7.3. Dividends 14 Section 7.4. Waiver of Notice 14 Section 7.5. Resignations 15 Section 7.6. Indemnification and Advancement of Expenses 15 Section 7.7. Notices 16 Section 7.8. Facsimile Signatures 17 Section 7.9. Time Periods 17 Section 7.10. Conflict with Applicable Law or the Certificate of Incorporation 17 Section 7.11. Reliance Upon Books, Reports and Records 17

ARTICLE VIII AMENDMENTS 17

Section 8.1. Amendments 17

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ARTICLE IOFFICES AND RECORDS

SECTION 1.1. Registered Office . The registered office of Eclipse Resources Corporation (the “ Corporation ”) in the State of Delaware shall belocated at The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the name of theCorporation’s registered agent at such address is The Corporation Trust Company. The registered office and registered agent of the Corporation may bechanged from time to time by the board of directors of the Corporation (the “ Board ”) in the manner provided by applicable law.

SECTION 1.2. Other Offices . The Corporation may have such other offices, and keep the books and records of the Corporation, except as otherwiserequired by law, at such other place or places, either within or without the State of Delaware, as the Board may designate or as the business of theCorporation may from time to time require.

ARTICLE IISTOCKHOLDERS

SECTION 2.1. Annual Meeting . If required by applicable law, an annual meeting of the stockholders of the Corporation shall be held at such date,time and place, if any, either within or without the State of Delaware, as may be fixed by the Board in its discretion. Any other proper business may betransacted at the annual meeting. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

SECTION 2.2. Special Meeting . Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, ChiefExecutive Officer or the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there wereno vacancies. Subject to the rights of holders of any class or series of Preferred Stock, the stockholders of the Corporation do not have the power to call aspecial meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previouslyscheduled by the Board.

SECTION 2.3. Record Date .

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board,and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting.If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Boarddetermines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day nextpreceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholdersshall apply to any adjournment of the meeting; provided,however, that the Board may fix a new record date for determination of stockholdersentitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjournedmeeting the same date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

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(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotmentof any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action,the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and whichrecord date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for anysuch purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

SECTION 2.4. Stockholder List . The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting ofstockholders, a complete list of stockholders entitled to vote at any meeting of stockholders ( provided,however, if the record date for determining thestockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10 th daybefore the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of sharesregistered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that theinformation required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of businessof the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspectedby any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examinationof any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shallbe provided with the notice of the meeting. Except as otherwise provided by applicable law, the stock ledger of the Corporation shall be the only evidenceas to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of thestockholders.

SECTION 2.5. Place of Meeting . The Board, the Chairman of the Board or the Chief Executive Officer, as the case may be, may designate the placeof meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principalexecutive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicableprovisions of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “ DGCL ”) and any other applicablelaw for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that anymeeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complyingwith such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at ameeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

SECTION 2.6. Notice of Meeting . Written or printed notice, stating the place, if any, and day and hour of the meeting, shall be given not less than tendays nor more than 60 days before the date of the meeting (unless a different time is specified by applicable law), in a manner pursuant to Section 7.7hereof, to each stockholder of record entitled to vote at such meeting. The notice shall specify (i) the record date for determining the stockholders entitled tovote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (ii) the place, if any, date and time ofsuch meeting, (iii) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote atsuch meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other information as may berequired by applicable law or as may be deemed appropriate by the Board, the Chairman of the Board or the Chief

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Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronicnetwork, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means ofelectronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, suchnotice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at suchstockholder’s address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting byelectronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall begiven as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought beforethe meeting pursuant to the notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived bythose not present in accordance with Section 7.4 of these Bylaws.

SECTION 2.7. Quorum and Adjournment of Meetings .

(A) Except as otherwise provided by applicable law or by the Second Amended and Restated Certificate of Incorporation of the Corporation, asit may be amended from time to time (the “ Certificate of Incorporation ”), the holders of a majority in voting power of the outstanding shares of stock ofthe Corporation entitled to vote at the meeting (the “ Voting Stock ”), represented in person or by proxy, shall constitute a quorum at a meeting ofstockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority in voting power ofthe shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting or amajority in voting power of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The stockholderspresent at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, if any, andnotice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken;provided,however,that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

SECTION 2.8. Proxies . At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed bythe DGCL) by the stockholder or by such stockholder’s duly authorized attorney-in-fact. No proxy may be voted or acted upon after the expiration of threeyears from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing itunless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable byattending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a laterdate with the Secretary of the Corporation.

SECTION 2.9. Notice of Stockholder Business and Nominations .

(A) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annualmeeting of stockholders may be

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made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or anycommittee thereof or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided forin these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures setforth in these Bylaws as to such business or nomination. For the avoidance of doubt, Section 2.9(A)(1)(c) of these Bylaws shall be theexclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 underthe Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and included in the Corporation’s proxy statement pursuant to Rule14a-8 under the Exchange Act) at an annual meeting of the stockholders.

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(2)(c) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and suchother business must otherwise be a proper matter for stockholder action under the DGCL. To be timely, a stockholder’s notice shall bedelivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the120 th day and not later than the close of business on the 90 th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, orif no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close ofbusiness on the 120 th day prior to the date of such annual meeting and not later than the close of business on the later of the 90 th day prior tosuch annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of suchannual meeting, the 10 th day following the day on which public announcement of the date of such meeting is first made by the Corporation. Inno event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the givingof a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) orSection 2.9(B) ) to the Secretary of the Corporation must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposalis made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any,(ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record bysuch stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right withan exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of theCorporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or notsuch instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “Derivative Instrument ”), directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity toprofit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of anyproxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of anysecurity of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall bedeemed to have a “short interest” in a security if such person directly or

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indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in anyprofit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation ownedbeneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionateinterest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in whichsuch stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) anyperformance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in thevalue of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any suchinterests held by members of such stockholder’s immediate family sharing the same household (which information shall besupplemented by such stockholder and beneficial owner, if any, not later than ten days after the record date for the meeting to disclosesuch ownership as of the record date), (iii) any other information relating to such stockholder and beneficial owner, if any, that wouldbe required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, asapplicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rulesand regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other businessbefore the meeting, (v) a representation that the stockholder will notify the Corporation in writing within five business days after therecord date for such meeting of any change with respect to the information required under clauses (a)(i) and (ii) of this Section 2.9(A)(2) and in effect as of the record date for the meeting, and (vi) a representation as to whether such stockholder or any such beneficialowner intends or is part of a group that intends to (x) deliver a proxy statement or form of proxy to holders of at least the percentage ofthe voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or to elect each such nominee or(y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. If requested by the Corporation, theinformation required under clauses (a)(i) and (ii) of this Section 2.9(A)(2) shall be supplemented by such stockholder and any suchbeneficial owner not later than ten days after the record date for notice of the meeting to disclose such information as of such recorddate;

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bringbefore the meeting, set forth (i) a brief description of the business desired to be brought before the meeting (including the text of anyresolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws of theCorporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any materialinterest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements andunderstandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) inconnection with the proposal of such business by such stockholder;

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(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) allinformation relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made inconnection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act andthe rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetaryagreements, arrangements and understandings during the past three years, and any other material relationships, between or among suchstockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the onehand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the otherhand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated underRegulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, orany affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nomineewere a director or executive officer of such registrant; and

(d) with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire required ofthe Corporation’s directors (which will be provided to such person promptly following a request therefor), and other representations andagreements required by Section 2.9(A)(2) of these Bylaws. The Corporation may require any proposed nominee to furnish such otherinformation as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as anindependent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, orlack thereof, of such nominee.

(B) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have beenbrought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at aspecial meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (a) by or at the direction of the Board or anycommittee thereof or (b) provided, that the Board has determined that directors shall be elected at such meeting, by any stockholder of theCorporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the specialmeeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws. In the event a specialmeeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person orpersons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s noticerequired by Section 2.9(A)(2) of these Bylaws with respect to any nomination (including the completed and signed questionnaire required ofthe Corporation’s directors (which will be provided to such person promptly following a request therefor), and other representations andagreements required by Section 2.9(A)(2) of these Bylaws) shall be delivered to the Secretary of the Corporation at the principal executiveoffices of the Corporation not earlier than the close of business on the 120 th day prior to such special meeting and not later than the close ofbusiness on the later of the 90 th day prior to such special meeting or, if the first public announcement of the date of such special

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meeting is less than 100 days prior to the date of such special meeting, the 10 th day following the day on which public announcement is first made ofthe date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement ofan adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(C) General .

(1) Only such persons who are nominated in accordance with the procedures set forth in Section 2.9(A)(2) of these Bylaws shallbe eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been broughtbefore the meeting in accordance with the procedures set forth in Section 2.9(A)(2) of these Bylaws. Except as otherwise provided byapplicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty todetermine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be,in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with theseBylaws, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of these Bylaws, “ public announcement ” shall mean disclosure in a press release reported by Dow Jones NewsService, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securitiesand Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgatedthereunder.

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements ofthe Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however,that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit therequirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A)(2)(c) orSection 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any class orseries of preferred stock of the Corporation (“ Preferred Stock ”) if and to the extent provided for under applicable law, the Certificateof Incorporation or these Bylaws.

(4) The Corporation may require any proposed stockholder nominee for director to furnish such other information as it mayreasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. Unless otherwiserequired by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and theproposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received bythe Corporation.

For purposes of this Section 2.9 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manageror partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholderto act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliablereproduction of the writing or electronic transmission, at the meeting of stockholders.

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SECTION 2.10. Conduct of Business . Meetings of the stockholders shall be presided over by the Chairman of the Board or in his or her absence, bythe Chief Executive Officer, or in his or her absence, by another person designated by the Board. The date and time of the opening and the closing of thepolls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. TheBoard may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extentinconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right andauthority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all suchacts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whetheradopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of anagenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations onattendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such otherpersons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof;(v) limitations on the time allotted to questions or comments by participants; (vi) regulations for the opening and closing of the polls for balloting andmatters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intentto attend the meeting. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to theconduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before themeeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business notproperly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over themeeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 2.11. Required Vote . Subject to the rights of the holders of any class or series of Preferred Stock to elect directors under specifiedcircumstances, at any meeting at which directors are to be elected, so long as a quorum is present, the directors shall be elected by a plurality of the votesvalidly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall beprohibited. Except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate ofIncorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmativevote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of thestockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the shares present in person orrepresented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

SECTION 2.12. Treasury Stock . The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it or any other corporation, ifa majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will notbe counted for quorum purposes; provided,however,that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock ofthe Corporation held in a fiduciary capacity.

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SECTION 2.13. Inspectors of Elections; Opening and Closing the Polls . At any meeting at which a vote is taken by ballots, the Board by resolutionmay, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve theCorporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders andmake a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector oralternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, thechairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and signan oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the dutiesprescribed by applicable law.

SECTION 2.14. Stockholder Action by Written Consent . Subject to the rights of holders of any class or series of Preferred Stock with respect to suchclass or series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual orspecial meeting of stockholders and may not be taken by any consent in writing of such stockholders.

ARTICLE IIIBOARD OF DIRECTORS

SECTION 3.1. General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board elected inaccordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all suchpowers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required tobe exercised or done by the stockholders. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.2. Number, Tenure and Qualifications . Subject to the rights of the holders of any class or series of Preferred Stock to elect directorsunder specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of theBoard. The election and term of director shall be as set forth in the Certificate of Incorporation.

SECTION 3.3. Regular Meetings . Subject to Section 3.5 , regular meetings of the Board shall be held on such dates, and at such times and places, asare determined from time to time by the Board.

SECTION 3.4. Special Meetings . Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief ExecutiveOfficer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, and timeof the meetings. Any business may be conducted at a special meeting of the Board.

SECTION 3.5. Notice . Notice of any meeting of directors shall be given to each director at his or her business or residence in writing by handdelivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such noticeshall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before suchmeeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail orcourier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately deliveredwhen the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior tothe time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly

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thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of suchmeeting, except for amendments to these Bylaws, as provided under Section 8.1 . A meeting may be held at any time without notice if all the directors arepresent or if those not present waive notice of the meeting in accordance with Section 7.4 of these Bylaws.

SECTION 3.6. Action by Consent of Board . Any action required or permitted to be taken at any meeting of the Board or of any committee thereofmay be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronictransmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shallhave the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of Stateof the State of Delaware.

SECTION 3.7. Conference Telephone Meetings . Members of the Board or any committee thereof may participate in a meeting of the Board or suchcommittee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear eachother, and such participation in a meeting shall constitute presence in person at such meeting, except where such person participates in the meeting for theexpress purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 3.8. Quorum . Subject to Section 3.9 , a whole number of directors equal to at least a majority of the Board shall constitute a quorum forthe transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn themeeting from time to time without further notice unless (i) the date, time and place, if any, of the adjourned meeting are not announced at the time ofadjournment, in which case notice conforming to the requirements of Section 3.5 of these Bylaws shall be given to each director, or (ii) the meeting isadjourned for more than 24 hours, in which case the notice referred to in clause (i) shall be given to those directors not present at the announcement of thedate, time and place of the adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act ofthe Board. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal ofenough directors to leave less than a quorum.

SECTION 3.9. Vacancies . Subject to applicable law, the rights of holders of any class or series of Preferred Stock, any newly created directorshipthat results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal ofany director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if lessthan a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from anincrease in the number of directors shall hold office for the remaining term of his or her predecessor. No decrease in the number of authorized directorsconstituting the Board shall shorten the term of any incumbent director.

SECTION 3.10. Records . The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of thestockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business ofthe Corporation.

SECTION 3.11. Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fixthe compensation of directors, including fees and reimbursement of expenses. The Corporation will cause each non-employee director serving on the Boardto be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service.

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SECTION 3.12. Regulations . To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adoptsuch rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board maydeem appropriate.

ARTICLE IVCOMMITTEES

SECTION 4.1. Designation; Powers . The Board may designate one or more committees, each committee to consist of one or more of the directors ofthe Corporation. Any such committee, to the extent permitted by applicable law and to the extent established by the Board, shall have and may exercise allthe powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all papers which may require it.

SECTION 4.2. Procedure; Meetings; Quorum . Any committee designated pursuant to Section 4.1 shall choose its own chairman by a majority voteof the members then in attendance in the event the chairman has not been selected by the Board, shall keep regular minutes of its proceedings and report thesame to the Board when requested, and shall meet at such times and at such place or places as may be provided by the charter of such committee orestablished by such committee or by the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shallconstitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. The Boardshall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for anyother committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or anysuch charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter orother rules and regulations adopted by the Board.

SECTION 4.3. Substitution of Members . The Board may designate one or more directors as alternate members of any committee, who may replaceany absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member ormembers present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of theBoard to act at the meeting in the place of the absent or disqualified member.

ARTICLE VOFFICERS

SECTION 5.1. Officers . The officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Chief OperatingOfficer, a General Counsel, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Boardshall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respectiveoffices, subject to the specific provisions of this Article V and as provided by the Board. Such officers shall also have such powers and duties as from timeto time may be conferred by the Board or by any committee thereof. The Board or any committee thereof may from time to time elect, or the ChiefExecutive Officer may appoint, such other officers (including one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant

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Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such otherofficers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by theBoard or such committee thereof or by the Chief Executive Officer, as the case may be. Any two or more offices may be held by the same person.

SECTION 5.2. Election and Term of Office . The officers of the Corporation shall be elected or appointed from time to time in accordance withSection 5.1 . Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or herdeath or until he or she shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except inthe case of an officer or agent elected by the Board, by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any,of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyondthe date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except asotherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 5.3. Chairman of the Board . The Chairman of the Board shall preside at all meetings of the Board. The Chairman of the Board shallperform all duties incidental to his or her office that may be required by law and all such other duties as are properly required of him or her by the Board.He or she shall make reports to the Board and the stockholders, and shall see that all orders and resolutions of the Board and of any committee thereof arecarried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board.

SECTION 5.4. Chief Executive Officer . The Chief Executive Officer shall act in a general executive capacity and shall be responsible for the generalmanagement of the affairs of the Corporation, the administration and operation of the Corporation’s business and the general supervision of its policies andprocedures. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of theChairman of the Board and preside at all meetings of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf ofthe Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

SECTION 5.5. President . The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers andperform such duties as from time to time may be assigned or delegated to him by the Board or the Chief Executive Officer or are incident to the office ofPresident.

SECTION 5.6. Treasurer . The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. TheTreasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board, or in such banks as may be designatedas depositaries in the manner provided by the Board. He or she shall have such further powers and duties and shall be subject to such directions as may begranted or imposed upon him or her from time to time by the Board or the Chief Executive Officer.

SECTION 5.7. Secretary . The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings ofthe Board, the committees of the Board and the stockholders; he or she shall see that all notices are duly given in accordance with the provisions of theseBylaws and as required by applicable law; he or she shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stockcertificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest theseal

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to all other documents to be executed on behalf of the Corporation under its seal; and he or she shall see that the books, reports, statements, certificates andother documents and records required by law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident tothe office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, or the Chief Executive Officer.

SECTION 5.8. Vacancies . A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filledby the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chief Executive Officer becauseof death, resignation, or removal may be filled by the Chief Executive Officer.

SECTION 5.9. Action with Respect to Securities of Other Corporations . Unless otherwise directed by the Board, the Chief Executive Officer shallhave power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any actionof security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that theCorporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VISTOCK CERTIFICATES AND TRANSFERS

SECTION 6.1. Stock Certificates and Transfers . The interest of each stockholder of the Corporation shall be evidenced by certificates for shares ofstock in such form (other than bearer form) as the appropriate officers of the Corporation may from time to time prescribe, providedthat the Board mayprovide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated or electronic shares. The shares of thestock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation,which may be maintained by one or more third-party registrars or transfer agents appointed by the Board or an officer authorized to make such appointment,by the holder thereof in person or by such holder’s attorney, upon surrender for cancellation of certificates for at least the same number of shares, with anassignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporationor its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliancewith appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall cancel the old certificate, issue a newcertificate to the person entitled thereto (if the stock is then represented by certificates) and record the transaction upon its books. No transfer of stock shallbe valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and towhom transferred.

Certificated shares of stock shall be signed by, or in the name of, the Corporation by the Chief Executive Officer, the President or a Vice President,and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. Any or all such signatures may be facsimiles. In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent orregistrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at thedate of issue.

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SECTION 6.2. Lost, Stolen or Destroyed Certificates . No certificate for shares or uncertificated shares of stock in the Corporation shall be issued inplace of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and ondelivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any officer may in its or hisor her discretion require.

SECTION 6.3. Ownership of Shares . The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporationas the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part ofany other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

SECTION 6.4. Regulations Regarding Certificates . The Board shall have the power and authority to make all such rules and regulations as they maydeem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation mayenter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE VIIMISCELLANEOUS PROVISIONS

SECTION 7.1. Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December ofeach year.

SECTION 7.2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed,endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or byan officer or officers authorized by the Board to make such designation.

SECTION 7.3. Dividends . Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and theCorporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or securities of the Corporation. Amember of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of theCorporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees ofthe Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and whohas been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of theCorporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

SECTION 7.4. Waiver of Notice . Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisionsof the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person orpersons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the businessto be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiverof notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meetingfor the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called orconvened.

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SECTION 7.5. Resignations . Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including byelectronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignationshall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, thePresident or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any suchresignation effective.

SECTION 7.6. Indemnification and Advancement of Expenses .

(A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or mayhereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”) by reason of the factthat he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director orofficer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation orof a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “ CoveredPerson ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any othercapacity while serving as a director, officer, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such CoveredPerson in connection with such proceeding.

(B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, paythe expenses (including reasonable attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its finaldisposition; provided, however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition ofthe proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should beultimately determined that the Covered Person is not entitled to be indemnified under this Section 7.6 or otherwise.

(C) The rights to indemnification and advancement of expenses under this Section 7.6 shall be contract rights and such rights shallcontinue as to a Covered Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs,executors and administrators. Notwithstanding the foregoing provisions of this Section 7.6 , except for proceedings to enforce rights toindemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with aproceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

(D) If a claim for indemnification under this Section 7.6 (following the final disposition of such proceeding) is not paid in full withinsixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under thisSection 7.6 is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to beadvanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successfulin whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted byapplicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requestedindemnification or advancement of expenses under applicable law.

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(E) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of any other rights that such Covered Personmay have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote ofstockholders or disinterested directors or otherwise.

(F) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnifyand to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.6 , mayhave certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such CoveredPerson may be associated (including, without limitation, any Sponsor). The Corporation hereby acknowledges and agrees that (i) theCorporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6 , (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of aproceeding, expense, liability or matter that is the subject of this Section 7.6 , whether created by law, organizational or constituent documents,contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated (including, withoutlimitation, any Sponsor) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of anyproceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each CoveredPerson and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such CoveredPerson may have against any other person with whom or which such Covered Person may be associated (including, without limitation, anySponsor) or insurer of any such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom orwhich a Covered Person may be associated (including, without limitation, any Sponsor) from any claim of contribution, subrogation or anyother recovery of any kind in respect of amounts paid by the Corporation hereunder.

(H) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of theCorporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.7. Notices . Except as otherwise specifically provided herein or required by applicable law, all notices required to be given to anystockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof,by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by facsimile or other electronictransmission, providedthat notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the DGCL. Any suchnotice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of theCorporation. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (1) if byfacsimile, when directed to a number at which the stockholder has consented to receive notice; (2) if by

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electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronicnetwork together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separatenotice; (4) if by any other form of electronic transmission, when directed to the stockholder; and (5) if by mail, when deposited in the mail, postage prepaid,directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

SECTION 7.8. Facsimile Signatures . In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws,facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

SECTION 7.9. Time Periods . In applying any provision of these Bylaws that require that an act be done or not done a specified number of days priorto an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the actshall be excluded, and the day of the event shall be included.

SECTION 7.10. Conflict with Applicable Law or the Certificate of Incorporation . These Bylaws are adopted subject to any applicable law and theCertificate of Incorporation. Whenever these Bylaws conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved infavor of such law or the Certificate of Incorporation.

SECTION 7.11. Reliance Upon Books, Reports and Records . Each director, each member of any committee designated by the Board, and eachofficer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation andupon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designatedby the Board, or by any other person as to the matters such director, member or officer reasonably believes are within such other person’s professional orexpert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE VIIIAMENDMENTS

SECTION 8.1. Amendments . Subject to the provisions of the Certificate of Incorporation, these Bylaws may be amended, altered or repealed (a) byresolution adopted by a majority of the directors present at any special or regular meeting of the Board at which a quorum is present if, in the case of suchspecial meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or (b) at any regular orspecial meeting of the stockholders upon the affirmative vote of holders of at least 66 2 / 3 % in voting power of the shares of the Corporation entitled tovote in the election of directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice orwaiver of notice of such meeting.

Notwithstanding the foregoing, Section 3.9 and this paragraph of Section 8.1 may only be amended, altered or repealed at any regular or specialmeeting of the stockholders upon the affirmative vote of holders of at least 66 2 / 3 % in voting power of the shares of the Corporation entitled to votethereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of suchmeeting.

Notwithstanding the foregoing, no amendment, alteration or repeal of Section 7.6 shall adversely affect any right or protection existing under theseBylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employeethereunder in respect of any act or omission occurring prior to the time of such amendment.

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Exhibit 3.3

CERTIFICATE OF OWNERSHIP AND MERGERMERGING

EVEREST 1 CORPORATIONWITH AND INTO


Pursuant to Section 253 of the Delaware General Corporation Law, as amended (the “ DGCL ”), Eclipse Resources Corporation (the “ Corporation ”),a Delaware corporation, does hereby certify to the following information relating to the merger (the “ Merger ”) of Everest 1 Corporation, a Delawarecorporation (the “ Subsidiary ”), with and into the Corporation, with the Corporation remaining as the surviving corporation:

1. The Corporation owns all of the outstanding shares of each class of capital stock of the Subsidiary.

2. The Board of Directors of the Corporation, by resolutions duly adopted by unanimous written consent on February 27, 2019 and attached hereto asExhibit A , determined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL.

3. The Corporation shall be the surviving corporation of the Merger. The name of the surviving corporation shall be “Montage ResourcesCorporation”.

4. This Certificate of Ownership and Merger and the Merger shall become effective at 4:03 p.m. Eastern Standard Time on February 28, 2019.

[Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by an authorized officer, the 28th ofFebruary, 2019.


By /s/ Christopher K. HulburtName: Christopher K. HulburtTitle:

Executive Vice President, Secretary and GeneralCounsel

EXHIBIT A

BOARD RESOLUTIONS

WHEREAS , Eclipse Resources Corporation (the “ Company ”) has entered into that certain Agreement and Plan of Merger, dated as of August 25,2018 and as amended as of January 7, 2019, among the Company, Everest Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of theCompany (the “ Merger Sub ”), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (“ Blue Ridge ”), pursuant to which, subject to the termsand conditions set forth therein, the Merger Sub will merge with and into Blue Ridge (the “ Merger ”), with Blue Ridge surviving the Merger as a whollyowned subsidiary of the Company;

WHEREAS , in connection with the Merger, the Company will file the Second Amended and Restated Certificate of Incorporation of the Companywith the Secretary of State of the State of Delaware;

WHEREAS , the Company owns all of the issued and outstanding shares of capital stock of Everest 1 Corporation, a Delaware corporation (the “Subsidiary ”);

WHEREAS , the Board has determined that it is desirable to change the name of the Company from “Eclipse Resources Corporation” to “MontageResources Corporation”; and

WHEREAS , in order to effect such name change, the Board has deemed it advisable and in the best interests of the Company and its stockholdersthat the Subsidiary be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware, as amended(the “ DGCL ”).

I. Merger (Name Change)

NOW, THEREFORE, BE IT RESOLVED , it is deemed advisable and in the best interests of the Company and its stockholders that the Companymerge the Subsidiary with and into the Company.

FURTHER RESOLVED , that, contingent upon the filing and effectiveness of the Second Amended and Restated Certificate of Incorporation of theCompany and the Certificate of Merger with respect to the Merger, the Subsidiary be merged with and into the Company pursuant to Section 253 of theDGCL, so that the separate existence of the Subsidiary shall cease as soon as such merger shall become effective, and the Company shall continue as thesurviving corporation (the “ Subsidiary Merger ”).

FURTHER RESOLVED , that the name of the Company shall be changed in the Subsidiary Merger to “Montage Resources Corporation” so that,upon the effective date of the Subsidiary Merger, Article 1 of the Second Amended and Restated Certificate of Incorporation of the Company, as heretoforeamended, shall read as follows:

FIRST: The name of the Corporation is “Montage Resources Corporation.”

FURTHER RESOLVED , that by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, each then outstandingshare of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof.

FURTHER RESOLVED , that these resolutions may be terminated or amended at any time prior to the time that the Certificate of Ownership andMerger is filed with the Secretary of State of the State of Delaware.

FURTHER RESOLVED , that the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, the ExecutiveVice President, Secretary and General Counsel of the Company, or anyone appointed by them (each, an “ Authorized Officer ” and collectively, the “Authorized Officers ”), be, and each of them individually hereby is, authorized and directed, for and on behalf of the Company, to prepare, execute, anddeliver a Certificate of Ownership and Merger setting forth a copy of these resolutions, and to file the Certificate of Ownership and Merger with theSecretary of State of the State of Delaware and to pay any fees related to such filing.

II. General

FURTHER RESOLVED , that the Authorized Officers be, and each of them with full authority to act without the others hereby is, authorized anddirected, for and on behalf of the Company, (i) to prepare, negotiate, execute, deliver, file, and perform such other agreements, letters, terminationagreements, consents, instruments, documents, applications, regulatory or government filings, and certificates as the Authorized Officer so acting may deemnecessary, desirable, advisable, or appropriate, the preparation, negotiation, execution, delivery, filing, or performance thereof by such Authorized Officerto be conclusive evidence of the approval thereof by the Company, and (ii) to take or cause to be taken any and all such other actions on behalf of theCompany as the Authorized Officer so acting deems necessary, desirable, advisable, or appropriate to effectuate the transactions contemplated by andpurposes of any of the foregoing resolutions.

FURTHER RESOLVED , that the Secretary of the Company is hereby authorized, on behalf of the Company, to certify and attest any documentswhich he may deem necessary or appropriate to consummate the transactions contemplated by any of the foregoing resolutions; provided, that suchattestation shall not be required for the validity of any documents.

FURTHER RESOLVED , that each Authorized Officer is authorized to pay any and all expenses and fees arising in connection with the mattersdescribed in the foregoing resolutions, including, without limitation, attorneys’ fees.

FURTHER RESOLVED , that any and all actions previously taken by any of the Authorized Officers or representatives of the Company, for and onbehalf of the Company, in connection with any of the foregoing resolutions are hereby authorized, ratified, confirmed, and approved in all respects for allpurposes.

Exhibit 10.1

Execution Version

THIRD AMENDED AND RESTATEDCREDIT AGREEMENT

dated as of February 28, 2019

among

MONTAGE RESOURCES CORPORATION(f/k/a Eclipse Resources Corporation),

as Borrower,

BANK OF MONTREAL,as Administrative Agent,

and

The Lenders Party Hereto

BMO CAPITAL MARKETS CORP.,CAPITAL ONE, NATIONAL ASSOCIATION

AND

KEYBANK NATIONAL ASSOCIATION,as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 30 Section 1.04 Terms Generally; Rules of Construction 30 Section 1.05 Accounting Terms and Determinations; GAAP 30 Section 1.06 Divisions 30

ARTICLE II THE CREDITS

Section 2.01 Commitments 31 Section 2.02 Loans and Borrowings 31 Section 2.03 Requests for Borrowings 32 Section 2.04 Interest Elections 33 Section 2.05 Funding of Borrowings 34 Section 2.06 Termination, Reduction and Optional Increase of Aggregate Maximum Credit Amounts 35 Section 2.07 Borrowing Base 37 Section 2.08 Letters of Credit 40 Section 2.09 Defaulting Lenders 45

ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES

Section 3.01 Repayment of Loans 47 Section 3.02 Interest 47 Section 3.03 Alternate Rate of Interest 48 Section 3.04 Prepayments 49 Section 3.05 Fees 51

ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 52 Section 4.02 Presumption of Payment by the Borrower 53 Section 4.03 Disposition of Proceeds 53

ARTICLE V INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY

Section 5.01 Increased Costs 54 Section 5.02 Break Funding Payments 55 Section 5.03 Taxes 55 Section 5.04 Mitigation Obligations; Replacement of Lenders 59 Section 5.05 Illegality 60

ARTICLE VI CONDITIONS PRECEDENT

Section 6.01 Effective Date 60 Section 6.02 Each Credit Event 62

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ARTICLE VII REPRESENTATIONS AND WARRANTIES

Section 7.01 Organization; Powers 63 Section 7.02 Authority; Enforceability 63 Section 7.03 Approvals; No Conflicts 63 Section 7.04 Financial Condition; No Material Adverse Change 64 Section 7.05 Litigation 65 Section 7.06 Environmental Matters 65 Section 7.07 Compliance with the Laws and Agreements; No Defaults 66 Section 7.08 Investment Company Act 66 Section 7.09 Taxes 66 Section 7.10 ERISA 66 Section 7.11 Disclosure; No Material Misstatements 67 Section 7.12 Insurance 67 Section 7.13 Restriction on Liens 68 Section 7.14 Subsidiaries 68 Section 7.15 Location of Business and Offices 68 Section 7.16 Properties; Titles, Etc 68 Section 7.17 Maintenance of Properties 69 Section 7.18 Gas Imbalances, Prepayments 69 Section 7.19 Marketing of Production 70 Section 7.20 Swap Agreements and Eligible Contract Participant 70 Section 7.21 Use of Loans and Letters of Credit 70 Section 7.22 Solvency 70 Section 7.23 Anti-Corruption Laws and Sanctions 70

ARTICLE VIII AFFIRMATIVE COVENANTS

Section 8.01 Financial Statements; Other Information 71 Section 8.02 Notices of Material Events 74 Section 8.03 Existence; Conduct of Business 74 Section 8.04 Payment of Obligations 74 Section 8.05 Performance of Obligations under Loan Documents 75 Section 8.06 Operation and Maintenance of Properties 75 Section 8.07 Insurance 75 Section 8.08 Books and Records; Inspection Rights 76 Section 8.09 Compliance with Laws 76 Section 8.10 Environmental Matters 76 Section 8.11 Further Assurances 77 Section 8.12 Reserve Reports 77 Section 8.13 Title Information 79 Section 8.14 Collateral and Guaranty Agreements 79 Section 8.15 ERISA 81 Section 8.16 Unrestricted Subsidiaries 81 Section 8.17 Post-Closing Obligations 81

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ARTICLE IX NEGATIVE COVENANTS

Section 9.01 Financial Covenants 82 Section 9.02 Debt 82 Section 9.03 Liens 83 Section 9.04 Dividends and Distributions; Redemptions of Permitted Unsecured Debt 84 Section 9.05 Investments, Loans and Advances 84 Section 9.06 Nature of Business; No International Operations 86 Section 9.07 Limitation on Leases 86 Section 9.08 Proceeds of Loans and Letters of Credit 86 Section 9.09 ERISA Compliance 87 Section 9.10 Sale or Discount of Receivables 87 Section 9.11 Mergers, Etc 87 Section 9.12 Sale of Properties and Termination of Swap Agreements 88 Section 9.13 Environmental Matters 90 Section 9.14 Transactions with Affiliates 90 Section 9.15 Subsidiaries 90 Section 9.16 Negative Pledge Agreements; Dividend Restrictions 90 Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments 91 Section 9.18 Swap Agreements 91 Section 9.19 Marketing Activities 93 Section 9.20 Designation and Conversion of Restricted and Unrestricted Subsidiaries 93 Section 9.21 Permitted Unsecured Debt Documents 94

ARTICLE X EVENTS OF DEFAULT; REMEDIES

Section 10.01 Events of Default 94 Section 10.02 Remedies 96

ARTICLE XI THE ADMINISTRATIVE AGENT

Section 11.01 Appointment; Powers 97 Section 11.02 Duties and Obligations of Administrative Agent 98 Section 11.03 Action by Administrative Agent 98 Section 11.04 Reliance by Administrative Agent 99 Section 11.05 Subagents 99 Section 11.06 Resignation of Administrative Agent 99 Section 11.07 Administrative Agent as Lender 100 Section 11.08 No Reliance 100 Section 11.09 Administrative Agent May File Proofs of Claim 100 Section 11.10 Authority of Administrative Agent to Release Collateral and Liens 101 Section 11.11 Agents 101

ARTICLE XII MISCELLANEOUS

Section 12.01 Notices 101 Section 12.02 Waivers; Amendments 102 Section 12.03 Expenses, Indemnity; Damage Waiver 103 Section 12.04 Successors and Assigns 106 Section 12.05 Survival; Revival; Reinstatement 109 Section 12.06 Counterparts; Integration; Effectiveness 109 Section 12.07 Severability 110 Section 12.08 Right of Setoff 110 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 110

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Section 12.10 Headings 111 Section 12.11 Confidentiality 111 Section 12.12 Interest Rate Limitation 112 Section 12.13 EXCULPATION PROVISIONS 113 Section 12.14 Collateral Matters; Swap Agreements 114 Section 12.15 No Third Party Beneficiaries 114 Section 12.16 USA Patriot Act Notice 114 Section 12.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 115

Annexes, Exhibits and Schedules

Annex I List of Maximum Credit Amounts

Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E Security Instruments Exhibit F Form of Third Amended and Restated Guarantee and Collateral Agreement Exhibit G Form of Assignment and Assumption Exhibit H-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit H-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit I Form of Maximum Credit Amount Increase Certificate Exhibit J Form of Additional Lender Certificate

Schedule 1.01 Existing Letters of Credit Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.03 Existing Liens Schedule 9.05 Investments Schedule 9.14 Affiliate Transactions Schedule 9.18 Approved Counterparties and Swap Agreements

iv

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2019, is among: MONTAGE RESOURCESCORPORATION (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”), each of the Persons from time to time a lender partyhereto and BANK OF MONTREAL (in its individual capacity, “ BMO ”), as administrative agent for the Lenders (in such capacity, together with itssuccessors in such capacity, the “ Administrative Agent ”).

R E C I T A L S

A. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of June 11, 2015 (as amended, restated, amended andrestated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrower, thelenders party thereto (the “ Existing Lenders ”) and BMO, as administrative agent for the Existing Lenders.

B. The Borrower desires to amend and restate the Existing Credit Agreement, and the parties hereto have agreed to amend and restate the ExistingCredit Agreement as provided in this Agreement, which Agreement shall become effective upon the satisfaction of the conditions precedent set forth inSection 6.01 hereof.

C. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafterreferred to, the parties hereto agree that on the Effective Date (as defined below), the Existing Credit Agreement shall be amended and restated in itsentirety as follows:

ARTICLE IDEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above . As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ 2015 Indenture ” means that certain Indenture, dated as of July 6, 2015, among the Borrower, the guarantors party thereto and Deutsche Bank TrustCompany Americas, as trustee.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearinginterest at a rate determined by reference to the Alternate Base Rate.

“ Additional Lender ” has the meaning assigned to such term in Section 2.06(c)(i) .

“ Additional Lender Certificate ” has the meaning assigned to such term in Section 2.06(c)(ii)(E) .

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate perannum(rounded upwards, ifnecessary, to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate.

“ Administrative Agent ” has the meaning assigned to such term in the introductory paragraph hereof.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Loans ” has the meaning assigned to such term in Section 5.05 .

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or isControlled by or is under common Control with the Person specified. With respect to the Borrower, Affiliates shall include, but shall not be limited to, thePermitted Investors, but shall exclude any operating portfolio company of any Permitted Investor.

“ Aggregate Maximum Credit Amounts ” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminatedpursuant to Section 2.06 or Section 10.02(a) .

“ Agreement ” means this Third Amended and Restated Credit Agreement, as the same may be amended, restated, amended and restated,supplemented, or otherwise modified from time to time.

“ Alternate Base Rate ” means, for any day, a rate perannumequal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal FundsEffective Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not aBusiness Day, the immediately preceding Business Day) plus 1.0%, provided that for the purpose of this definition, the Adjusted LIBO Rate for any dayshall be based on the LIBO Rate (rounded upwards, if necessary, to the next 1/100 of 1%) at approximately 11:00 a.m., London time, on such day (or theimmediately preceding Business Day if such day is not a day on which banks are open for dealings in dollar deposits in the London interbank market). Anychange in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective fromand including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If theAlternate Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 , then the Alternate Base Rate shall be the greater of clauses(a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determinedwould be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time totime concerning or relating to bribery or corruption.

“ Applicable Margin ” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the Commitment Fee Rate, as thecase may be, the rate perannumset forth in the Borrowing Base Utilization Grid below based upon the Borrowing Base Utilization Percentage then ineffect:

Borrowing Base Utilization Grid Borrowing Base Utilization Percentage < 25% ³ 25% < 50% ³ 50% < 75% ³ 75% < 90% ³ 90% Eurodollar Loans 1.750% 2.000% 2.250% 2.500% 2.750% ABR Loans 0.750% 1.000% 1.250% 1.500% 1.750% Commitment Fee Rate 0.375% 0.375% 0.500% 0.500% 0.500%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the dateimmediately preceding the effective date of the next such change; provided that if at any time the Borrower fails to deliver a Reserve Report pursuant toSection 8.12(a) , then the “ Applicable Margin ” means the rate perannumset forth on the grid when the Borrowing Base Utilization Percentage is at itshighest level until such Reserve Report is delivered.

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“ Applicable Percentage ” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by suchLender’s Maximum Credit Amount. Each Lender’s Applicable Percentage as of the date of this Agreement is set forth on Annex I .

“ Approved Counterparty ” means (a) any Lender or any Affiliate of a Lender, (b) any other Person whose long term senior unsecured debt rating isA-/A3 by S&P or Moody’s (or their equivalent) or higher at the time of entry into the applicable Swap Agreement (or whose obligations are guaranteed byanother Person who satisfies the foregoing thresholds), (c) any Person listed on Schedule 9.18 and (d) any other Person approved by the Majority Lenders intheir sole discretion.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans andsimilar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) anentity or an Affiliate of an entity that administers or manages a Lender.

“ Approved Petroleum Engineers ” means (a) Netherland, Sewell & Associates, Inc., (b) Ryder Scott Company Petroleum Consultants, L.P., (c)Software Integrated Solutions Division of Schlumberger Technology Corporation and (d) any other independent petroleum engineers selected by theBorrower and reasonably acceptable to the Administrative Agent.

“ Arrangers ” means BMO Capital Markets Corp., Capital One, National Association and KeyBank National Association, in their respectivecapacities as the joint lead arrangers and joint bookrunners hereunder.

“ ASC ” means the Financial Accounting Standards Board Accounting Standards Codification, as in effect from time to time.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whoseconsent is required by Section 12.04(b) ), and accepted by the Administrative Agent, in the form of Exhibit G or any other form approved by theAdministrative Agent.

“ Availability Period ” means the period from and including the Effective Date to but excluding the Termination Date.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of anyliability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the EuropeanParliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EUBail-In Legislation Schedule.

“ Bank Products ” means any of the following bank services: (a) commercial credit cards, (b) stored value cards, and (c) treasury managementservices (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depositorynetwork services).

“ Bank Products Provider ” means any Lender or Affiliate of a Lender that is then providing or, pursuant to an agreement then in effect, is obligated toprovide, Bank Products to the Borrower, any Guarantor or any other Restricted Subsidiary.

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“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended,except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion orexercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “ Beneficially Owns ” and“ Beneficially Owned ” have a corresponding meaning.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Blue Ridge ” means Blue Ridge Mountain Resources, Inc., a Delaware corporation.

“ BMO ” has the meaning assigned to such term in the introductory paragraph hereof.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“ Borrower ” has the meaning assigned to such term in the introductory paragraph hereof.

“ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which asingle Interest Period is in effect.

“ Borrowing Base ” means at any time an amount equal to the amount determined in accordance with Section 2.07 , as the same may be adjustedfrom time to time pursuant to Section 8.13(c) .

“ Borrowing Base Deficiency ” occurs if at any time the total Revolving Credit Exposures exceeds the Borrowing Base then in effect.

“ Borrowing Base Increase Requisite Lenders ” means, (a) if there are less than three Lenders at such time, all Lenders, and (b) if there are three ormore Lenders at such time, (i) at any time while no Loans or LC Exposure is outstanding, Lenders having more than ninety-five percent (95%) of theAggregate Maximum Credit Amounts; and (ii) at any time while any Loans or LC Exposure is outstanding, Lenders holding more than ninety-five percent(95%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of aparticipation in any Loan under Section 12.04(c) ).

“ Borrowing Base Utilization Percentage ” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of theRevolving Credit Exposures of the Lenders on such day, and the denominator of which is the total Borrowing Base in effect on such day.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Houston, Texas areauthorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of orinterest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respect to any such Borrowing orcontinuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are open for dealings in dollar deposits in theLondon interbank market.

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“ Capital Leases ” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded ascapital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder other than any Operating Lease.

“ Capital Stock ” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares,interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company,partnership interests (whether general or limited) or membership interests, and (d) any other interest or participation that confers on a Person the right toreceive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securitiesconvertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Collateralize ” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks orthe Lenders, as collateral for the LC Exposure or obligations of the Lenders to fund participations in respect of Letters of Credit, as applicable, cash ordeposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in eachcase pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable Issuing Bank. “ CashCollateral ” shall have a meaning correlative to the foregoing and shall include the proceeds and other credit support of such cash collateral.

“ Casualty Event ” means any loss, casualty or other damage to, or any nationalization, taking under power of eminent domain or by condemnation orsimilar proceeding of, any Property of the Borrower or any of its Restricted Subsidiaries having a fair market value in excess of the Threshold Amount.

“ Change in Control ” means (a) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of whichis that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)) other than one ormore Permitted Investors, becomes the Beneficial Owner, directly or indirectly, of more than 35% of the Voting Stock of the Borrower, measured by votingpower rather than number of shares, (b) without duplication, a “change in control” or “change of control” (or similar event) as defined in the 2015Indenture, but only to the extent the occurrence of any such event gives rise to an obligation of the Borrower or any other Credit Party to redeem, repay, orrepurchase, or otherwise offer to redeem, repay or repurchase, all or any portion of the Permitted 2015 Bond Debt or (c) without duplication, a “change incontrol” or “change of control” (or similar event) as defined in any Permitted Unsecured Debt Document, but only to the extent the occurrence of any suchevent gives rise to an obligation of the Borrower or any other Credit Party to redeem, repay, or repurchase, or otherwise offer to redeem, repay orrepurchase, all or any portion of such Permitted Unsecured Debt.

Notwithstanding the preceding, but subject to the terms and provisions of this Agreement including, without limitation, Section 8.01(j) and Section 9.11 , (a) any merger or consolidation of the Borrower with or into an Affiliate, where the Borrower is the surviving entity following such merger orconsolidation, solely for the purpose of reorganizing the Borrower in another jurisdiction or (b) a conversion of the Borrower or any Restricted Subsidiaryfrom a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership orother form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for

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Equity Interests in another form of entity shall, in each case, not constitute a Change in Control, so long as following such merger, consolidation, conversionor exchange the “persons” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who Beneficially Owned theEquity Interests of the Borrower immediately prior to such transactions continue to Beneficially Own in the aggregate more than 35% of the Voting Stockof such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or otherpersons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no other “person” Beneficially Owns more than35% of the Voting Stock of such entity or its general partner, as applicable.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulationor in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or theIssuing Bank (or, for purposes of Section 5.01(b) , by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, ifany) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of thisAgreement; provided , however , for the purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,guidelines or directives in connection therewith or promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision orthe United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and to have been adopted after thedate of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credithereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as suchcommitment may be (a) modified from time to time pursuant to Section 2.06 or Section 10.02(a) and (b) modified from time to time pursuant toassignments by or to such Lender pursuant to Section 12.04(a) . The amount representing each Lender’s Commitment shall at any time be the lesser of(i) such Lender’s Maximum Credit Amount and (ii) such Lender’s Applicable Percentage of the then effective Borrowing Base.

“ Commitment Fee Rate ” means the rate per annum set forth in the first column and last row of the Borrowing Base Utilization Grid in the definitionof “Applicable Margin”.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 etseq.), as amended from time to time, and any successor statute,and any regulations promulgated thereunder.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income or profits (however denominated) orthat are franchise Taxes or branch profits Taxes.

“ Consolidated Cash Balance ” means, at any time, the aggregate amount of (a) cash and (b) Investments described in Section 9.05(c) , (d) , (e) , (f) ,(g) , and (h) , in each case held by the Borrower and its Restricted Subsidiaries and excluding (i) Cash Collateral that is Cash Collateralizing obligationsunder Section 2.08 or Section 2.09 and (ii) any outstanding checks and electronic funds transfers.

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“ Consolidated Net Income ” means with respect to the Borrower and the Consolidated Restricted Subsidiaries, for any period, the aggregate of thenet income (or loss) of the Borrower and the Consolidated Restricted Subsidiaries after allowances for taxes for such period determined on a consolidatedbasis in accordance with GAAP; provided that there shall be excluded from such net income (or loss) (to the extent otherwise included therein) thefollowing: (a) the net income (or loss) of any Person in which the Borrower or any Consolidated Restricted Subsidiary has an interest (which interest doesnot cause the net income of such other Person to be consolidated with the net income of the Borrower and the Consolidated Restricted Subsidiaries inaccordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person tothe Borrower or to a Consolidated Restricted Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any ConsolidatedRestricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated RestrictedSubsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable tosuch Consolidated Restricted Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (orloss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any extraordinary gains or lossesduring such period; (e) any gains or losses attributable to writeups or writedowns of assets; (f) deferred or non-cash taxes; (g) any non-cash gains or lossesunder ASC 815; and (h) until the period in which such hedged future activity occurs, the costs or proceeds of purchasing or selling options which are used tohedge future activity.

“ Consolidated Restricted Subsidiaries ” means any Restricted Subsidiaries that are Consolidated Subsidiaries.

“ Consolidated Subsidiaries ” means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statementsof which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

“ Consolidated Total Funded Debt ” means, with respect to the Borrower and the Consolidated Restricted Subsidiaries, the sum of the following(without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or othersimilar instruments; (b) all reimbursement obligations of such Person in respect of drawn letters of credit, surety or other bonds and similar instruments;(c) all accounts payable of such Person and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price ofProperty or services from time to time incurred (other than such accounts payable, expenses, liabilities or other obligations that are incurred in the ordinarycourse of business and which (i) are not greater than ninety (90) days delinquent or (ii) are being contested in good faith by appropriate action and for whichadequate reserves have been maintained in accordance with GAAP); (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases;(f) all Consolidated Total Funded Debt (as defined in the other clauses of this definition, and not limited to the Consolidated Total Funded Debt of theBorrower and the Consolidated Restricted Subsidiaries) of others secured by (or for which the holder of such Consolidated Total Funded Debt has anexisting right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Consolidated Total Funded Debt isassumed by such Person (but, if such Consolidated Total Funded Debt has not been assumed by such Person, limited to the lesser of (i) the amount of suchConsolidated Total Funded Debt and (ii) the fair market value of the Property of such Person securing such Consolidated Total Funded Debt); and(g) Disqualified Capital Stock. The Consolidated Total Funded Debt of the Borrower and the Consolidated Restricted Subsidiaries shall include allobligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any suchobligation is not included as a liability of such Person under GAAP.

“ Consolidated Total Funded Net Debt ” means, as of any date of determination, the Consolidated Total Funded Debt minus (a) if there are no Loansoutstanding under this Agreement on such date, the Consolidated Cash Balance on such date or (b) if there are Loans outstanding under this Agreement onsuch date, the lesser of (i) the Consolidated Cash Balance on such date and (ii) $50,000,000.

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“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Control Agreement ” means a deposit account control agreement or similar agreement in form and substance reasonably satisfactory to theAdministrative Agent, executed by the applicable Credit Party, the Administrative Agent and the relevant financial institution party thereto.

“ Credit Parties ” means, collectively, the Borrower and each Guarantor, and “ Credit Party ” means any one of the foregoing.

“ Debt ” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidencedby bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all reimbursement obligations of such Person in respect of letters ofcredit, surety or other bonds and similar instruments; (c) all accounts payable of such Person and all accrued expenses, liabilities or other obligations of suchPerson to pay the deferred purchase price of Property or services from time to time incurred (other than such accounts payable, expenses, liabilities or otherobligations that are incurred in the ordinary course of business and which (i) are not greater than ninety (90) days delinquent or (ii) are being contested ingood faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP); (d) all obligations under Capital Leases;(e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder ofsuch Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed bysuch Person (but, if such Debt has not been assumed by such Person, limited to the lesser of (i) the amount of such Debt and (ii) the fair market value of theProperty of such Person securing such Debt); (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in whichsuch Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of suchDebt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause tobe maintained the financial position or covenants of others and, to the extent entered into as a means of providing credit support for the obligations of othersand not primarily to enable such Person to acquire any such Property, all obligations or undertakings of such Person to purchase the Debt or Property ofothers; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advancepayments, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services even if such goods orservices are not actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operationof law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of anyproduction payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shallinclude all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstandingthat any such obligation is not included as a liability of such Person under GAAP.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the UnitedStates or other applicable jurisdictions from time to time in effect.

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“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured orwaived, become an Event of Default.

“ Defaulting Lender ” means, subject to Section 2.09(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two BusinessDays of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing thatsuch failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent,together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, anyIssuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) withintwo Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend tocomply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’sobligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c)has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agentand the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lenderpursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirectparent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including theFederal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) has become the subject of a Bail-InAction; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or anydirect or indirect parent company thereof by a Governmental Authority, so long as such ownership interest does not result in or provide such Lender withimmunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit suchLender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender. Any determinationby the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and bindingabsent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.09(b) ) upon delivery of written notice of suchdetermination to the Borrower, each Issuing Bank, and each Lender (or if an earlier date, as of the date of such determination by the Administrative Agent),delivery of such written notice not to be unreasonably withheld or delayed by the Administrative Agent.

“ Disqualified Capital Stock ” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which itis exchangeable at the option of the holder of such Equity Interest) or upon the happening of any event, matures or is mandatorily redeemable for anyconsideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise,or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute DisqualifiedCapital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the earlier of (a) the Maturity Date and(b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated.

“ Dissenting Lender ” has the meaning assigned to such term in Section 2.07(c)(iv) .

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

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“ Domestic Subsidiary ” means any Restricted Subsidiary that is organized under the laws of the United States of America or any State thereof or theDistrict of Columbia.

“ EBITDAX ” means, for any period, the sum of (a) Consolidated Net Income for such period plus (b) the following expenses or charges to the extentdeducted from Consolidated Net Income in such period: (i) net interest, income, gross receipts or franchise taxes, depreciation, depletion, amortization,exploration expenses, other noncash losses or charges, non-cash losses from dispositions of assets, extraordinary or non-recurring expenses, and an amountnot to exceed 5% of EBITDAX for such period (calculated prior to giving effect to such addback) for transaction expenses, fees or charges reasonablyincurred in connection with a merger (other than the Merger), acquisitions or dispositions occurring during such period (whether or not such mergers,acquisitions or dispositions are ultimately consummated), (ii) transaction expenses, fees or charges reasonably incurred in connection with the Merger and(iii) expenses and fees incurred in connection with this Agreement and the other Loan Documents, minus (c) the following income or gains to the extentincluded in Consolidated Net Income in such period: all noncash income and gains from dispositions of assets; provided , that, only for purposes ofdetermining compliance with the financial covenants set forth in Section 9.01 , if, since the beginning of the period ending on the date for which EBITDAXis determined, the Borrower or any Consolidated Restricted Subsidiary shall have made any acquisition or disposition, EBITDAX shall be calculated givingproformaeffect thereto as if the acquisition or disposition had occurred on the first day of such period, and such calculation shall be determined in goodfaith by a Financial Officer of the Borrower and such calculation shall be reasonably acceptable to the Administrative Agent (and the Borrower will provideto the Administrative Agent such supporting information as Administrative Agent may reasonably request), without giving effect to any anticipated orproposed change in operations, revenues, expenses or other items or adjustments included in the computation of EBITDAX. For the purposes ofdetermining EBITDAX for the fiscal quarters of the Borrower ending March 31, 2019, June 30, 2019 and September 30, 2019, EBITDAX shall be deemedto equal (A) EBITDAX attributable to the Borrower and its Consolidated Restricted Subsidiaries (including Blue Ridge and its subsidiaries) for theone-quarter period ending March 31, 2019, as if the Merger had been consummated on January 1, 2019, multiplied by 4, (B) EBITDAX attributable to theBorrower and its Consolidated Restricted Subsidiaries (including Blue Ridge and its subsidiaries) for the two-quarter period ending June 30, 2019, as if theMerger had been consummated on January 1, 2019, multiplied by 2 and (C) EBITDAX attributable to the Borrower and its Consolidated RestrictedSubsidiaries (including Blue Ridge and its subsidiaries) for the three-quarter period ending September 30, 2019, as if the Merger been consummated onJanuary 1, 2019, multiplied by 4/3, respectively.

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEAResolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or(c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and issubject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any Person entrusted with public administrative authority of any EEAMember Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Date ” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02 ).

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“ Election Notice ” has the meaning assigned to such term in Section 3.04(c)(ii) .

“ Engineering Reports ” has the meaning assigned to such term in Section 2.07(c)(i) .

“ Environmental Laws ” means any and all Governmental Requirements pertaining in any way to health, safety, the environment, the preservation orreclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions inwhich the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiary arelocated, including, the Oil Pollution Act of 1990 (“ OPA ”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response,Compensation, and Liability Act of 1980 (“ CERCLA ”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety andHealth Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“ RCRA ”), as amended, the Safe Drinking Water Act, as amended,the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous MaterialsTransportation Act, as amended, and other environmental conservation or protection Governmental Requirements.

“ Environmental Permit ” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization requiredunder or issued pursuant to applicable Environmental Laws.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in atrust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any suchEquity Interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

“ ERISA Affiliate ” means each trade or business (whether or not incorporated) which together with the Borrower or a Subsidiary would be deemedto be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

“ ERISA Event ” means (a) a “reportable event” described in section 4043 of ERISA with respect to a Plan, other than a reportable event as to whichthe provisions of thirty (30) days’ notice to the PBGC is expressly waived under applicable regulations, (b) the failure of the Borrower, a Subsidiary or anyERISA Affiliate to make by its due date a required installment payment under Section 430(j) of the Code with respect to any Plan or any failure by any Planto satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or notwaived; (c) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 ofERISA), (d) a determination that any Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), inreorganization (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code orSection 305 of ERISA), (e) the failure by the Borrower, a Subsidiary or any ERISA Affiliate to make any required contribution to a Multiemployer Planpursuant to Sections 431 or 432 of the Code, (f) the withdrawal or partial withdrawal of the Borrower, a Subsidiary or any ERISA Affiliate from a Planduring a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA, (g) the filing of a notice of intent to terminate a Planor the treatment of a Plan amendment as a termination under section 4041 of ERISA, (h) the institution of proceedings to terminate a Plan by the PBGC,(i) receipt of a notice of withdrawal liability pursuant to Section 4202 of ERISA or (j) any other event or condition which might constitute grounds undersection 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

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“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),as in effect from time to time.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearinginterest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 10.01 .

“ Excepted Liens ” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are beingcontested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection withworkers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or whichare being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) landlord’sliens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens, ineach case, arising in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties eachof which is in respect of obligations that are not delinquent by more than 90 days or which are being contested in good faith by appropriate action and forwhich adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business underoperating agreements, joint venture agreements, exploration agreements, oil and gas partnership agreements, oil and gas leases, farm-in or farm-outagreements, division orders, contracts for the sale, transportation, gathering or exchange of oil and natural gas, unitization and pooling declarations andagreements, area of mutual interest agreements, overriding royalty agreements, carried interests, reversionary interests, marketing agreements, processingagreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recyclingagreements, salt water or other disposal agreements, seismic or other geophysical permits, consents or agreements, and other agreements which are usualand customary in the oil and gas business and are for claims which are not delinquent by more than 90 days or which are being contested in good faith byappropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clausedoes not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any RestrictedSubsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision orotherwise arising in the ordinary course of business relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only depositaccounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or issubject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account isintended by the Borrower or any of its Restricted Subsidiaries to provide collateral to secure owed Debt to the depository institution; (f) easements,restrictions, servitudes, permits, surface leases, conditions, covenants, exceptions or reservations in any Property of the Borrower or any RestrictedSubsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals ortimber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetaryobligations and which in the aggregate do not materially interfere with the operations or the use of such Property for the purposes of which such Property isheld by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to

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secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases,statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachmentLiens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of suchjudgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforcesuch Lien has been commenced; (i) Liens arising from Uniform Commercial Code financing statement filings made as a precautionary measure regardingoperating leases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business covering the Property under such lease; and(j) routine preferential rights to purchase and provisions requiring a third party’s consent prior to assignment and similar restraints on alienation, in eachcase, granted pursuant to an oil and gas operating agreement or lease and arising in the ordinary course of business or incident to the exploration,development, operation and maintenance of Oil and Gas Properties; provided such right, requirement or restraint does not materially impair the value ofsuch Oil and Gas Properties; provided , further that (i) Liens described in clauses (a) through (e) shall remain “Excepted Liens” only for so long as noaction to enforce such Lien has been commenced and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and theLenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens and (ii) the term “Excepted Liens” shall not include anyLien securing Debt for borrowed money other than the Secured Obligations.

“ Excluded Swap Obligation ” means, with respect to any Credit Party individually determined on a Credit Party by Credit Party basis, any SwapObligation if, and solely to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest tosecure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of theCommodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of (a) such Credit Party’s failure for anyreason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act or (b) in the case of any such Secured Obligation inrespect of any Swap Agreement subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act, because such Credit Party is a“financial entity” as defined in Section 2(h)(7)(C)(1) of the Commodity Exchange Act, in either case at the time such guarantee or grant of a securityinterest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, suchexclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomesillegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from apayment to a Recipient, (a) Taxes imposed on or measured by net income or profits (however denominated), franchise Taxes, and branch profits Taxes, ineach case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, itsapplicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) inthe case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interestin a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other thanpursuant to an assignment request by the Borrower under Section 5.04(b) or (ii) such Lender changes its lending office, except in each case to the extentthat, pursuant to Section 5.03 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender becamea party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with, or todeliver any forms or certifications described in, Section 5.03(f) , and (d) any U.S. federal withholding Taxes imposed under FATCA.

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“ Existing Credit Agreement ” has the meaning assigned to such term in the recitals hereto.

“ Existing Lenders ” has the meaning assigned to such term in the recitals hereto.

“ Existing Letter of Credit ” means each letter of credit issued (or deemed issued) under the Existing Credit Agreement identified on Schedule 1.01hereto that is outstanding on the Effective Date and each renewal of such letter of credit, each of which shall be deemed, on and after the Effective Date, tohave been issued hereunder.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor versions thereof that aresubstantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and anyagreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements entered into in connection with theimplementation of such Sections of the Code (together with any laws, legislation, rules or regulations implementing such agreements).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates onovernight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeedingBusiness Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (roundedupwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federalfunds brokers of recognized standing selected by it. Notwithstanding anything else provided herein or otherwise, if the Federal Funds Effective Rate shall beless than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“ Financial Officer ” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unlessotherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“ Financial Statements ” means the financial statement or statements of the Borrower and its Consolidated Subsidiaries referred to in Section 7.04(a) .

“ Flood Insurance Regulations ” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto,(b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of1994 (amending 42 USC § 4001, etseq.), as the same may be amended or recodified from time to time, and (d) the Flood Insurance Reform Act of 2004and any regulations promulgated thereunder.

“ Foreign Lender ” means any Lender that is not a U.S. Person.

“ Foreign Subsidiary ” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s ApplicablePercentage of the outstanding LC Exposure with respect to Letters of Credit issued by such Issuing Bank other than LC Exposure as to which suchDefaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms andconditions set forth in Section 1.05 ; provided , however , with respect to the calculation of financial ratios and other financial tests, “GAAP” meansgenerally accepted accounting principles as in effect on the date of this Agreement, applied in a manner consistent with that used in preparing the FinancialStatements.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whetherstate or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Governmental Requirement ” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction,franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of anyGovernmental Authority.

“ Guarantee and Collateral Agreement ” means an agreement executed and delivered by the Guarantors in substantially the form of Exhibit F (orsupplement thereto, as applicable).

“ Guarantors ” means (a) Eclipse Resources I, LP, a Delaware limited partnership, (b) Eclipse Resources-Ohio, LLC, a Delaware limited liabilitycompany, (c) Buckeye Minerals & Royalties, LLC, a Delaware limited liability company, (d) Eclipse Resources Operating, LLC, a Delaware limitedliability company, (e) Eclipse Resources Midstream, LP, a Delaware limited partnership, (f) Eclipse Resources Marketing, LP, a Delaware limitedpartnership, (g) Eclipse GP, LLC, a Delaware limited liability company, (h) Eclipse Resources-PA, LP, a Delaware limited partnership, (i) Blue RidgeMountain Resources, Inc., a Delaware corporation, (j) Bakken Hunter, LLC, a Delaware limited liability company, (k) Triad Hunter, LLC, a Delawarelimited liability company, (l) Hunter Real Estate, LLC, a Delaware limited liability company, (m) Viking International Resources Co., Inc., a Delawarecorporation, and (n) each other Subsidiary that guarantees the Secured Obligations pursuant to Section 8.14(b) ; provided that any such Person soconstituting a Guarantor will cease to constitute a Guarantor if and when it is released from the Guarantee and Collateral Agreement in accordance with andto the extent permitted under the Loan Documents.

“ Hazardous Material ” means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) anychemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,”“hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” orwords of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas,oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestoscontaining materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“ Highest Lawful Rate ” means, with respect to each Lender, the maximum nonusurious interest rate or amount of interest, as the case may be, if any,that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Secured Obligations under lawsapplicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect andwhich allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.

“ Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to oil, gas or mineral leases, or other liquid orgaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests, production payment interests and otherinterests payable out of Hydrocarbon production, including any reserved or residual interests of whatever nature.

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“ Hydrocarbons ” means crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseoushydrocarbons (including coalbed methane), natural gas liquids, plant products, sulphur, other gases and all products refined or separated therefrom.

“ Immaterial Subsidiary ” means any Restricted Subsidiary that has assets having an aggregate book value, as of the end of the fiscal year mostrecently ended (or if such Subsidiary was acquired or created subsequent to the end of such fiscal year, as of the later of such date of acquisition orcreation), not exceeding $2,000,000; provided that in no event may an Immaterial Subsidiary own any Proved Reserves evaluated in the Reserve Reportused in the most recent determination of the Borrowing Base.

“ Immaterial Title Deficiencies ” means defects or deficiencies in title which do not diminish by more than five percent (5.0%) the aggregate value ofthe Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated in the Reserve Report used in the most recent determination of the BorrowingBase.

“ Increase Portion ” means, with respect to any Dissenting Lender, when a Proposed Borrowing Base has been approved by the Borrowing BaseIncrease Requisite Lenders but not by all of the Lenders, the amount that such Dissenting Lender’s Applicable Percentage (before giving effect to anyreallocation described in Section 2.07(c)(iv) ) of the Proposed Borrowing Base exceeds such Dissenting Lender’s Applicable Percentage (before givingeffect to any reallocation described in Section 2.07(c)(iv) ) of the highest Borrowing Base such Dissenting Lender approved in accordance with the termshereof.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of anyobligation of any Credit Party under any Loan Document and (b) to the extent not described in the preceding clause (a) , Other Taxes.

“ Initial Reserve Report ” means, collectively, (a) the report prepared internally by the Borrower with respect to certain Oil and Gas Properties of theBorrower and its Restricted Subsidiaries as of June 30, 2018 and (b) the report prepared internally by Blue Ridge with respect to certain Oil & GasProperties of Blue Ridge and its subsidiaries as of June 30, 2018.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04 .

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respectto any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a EurodollarBorrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of threemonths’ duration after the first day of such Interest Period.

“ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on thenumerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, twelve months) thereafter,as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended tothe next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shallend on the next preceding Business Day and (b) any Interest Period pertaining to a Eurodollar Borrowing

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that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month ofsuch Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowinginitially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of suchBorrowing.

“ Interim Redetermination ” has the meaning assigned to such term in Section 2.07(b) .

“ Interim Redetermination Date ” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redeterminationbecomes effective as provided in Section 2.07(d) .

“ Investment ” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of anyother Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when suchsecurities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to,assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person(including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to suchPerson, but excluding (i) any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price ofinventory or supplies sold by such Person in the ordinary course of business) and (ii) deposits made to commercial banks or similar Persons, or tocustomers, in each case in the ordinary course of business; (c) the purchase or acquisition (in one or a series of transactions) of Property of another Personthat constitutes a business unit; or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to besold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to suchPerson.

“ Issuing Bank ” means (a) BMO, (b) KeyBank, National Association and (c) Capital One, National Association in their respective capacity as anissuer of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.08(i) and (b) any one or more additionalissuing banks designated by the Borrower pursuant to Section 2.08(i) ; provided that each Issuing Bank may, in its discretion, arrange for one or moreLetters of Credit to be issued by their respective Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters ofCredit issued by such Affiliate; provided , further , that (i) solely as between the Borrower and the applicable Issuing Bank, the Borrower shall dealexclusively with the applicable Issuing Bank for all purposes of requests, repayments, payments, extensions, assignments and all other actions andrequirements with respect hereto and otherwise with respect to related, requested or required notices, consents, waivers, amendments and all other actionsrequired or deemed required by such Affiliate, (ii) any such arrangement shall not relieve the applicable Issuing Bank from performing any of its obligationsunder any Loan Document on the terms and subject to the conditions provided therein, and (iii) the use of any such Affiliate shall not result in theimposition of any incremental Indemnified Taxes. Use herein of the phrase of “the Issuing Bank” or words of similar import mean each Issuing Bank, asapplicable, if, at the relevant time of reference, there exist more than one Issuing Bank.

“ LC Commitment ” at any time means $75,000,000; provided that no Issuing Bank shall be obligated to issue Letters of Credit in an aggregate faceamount in excess of $25,000,000 (or such greater amount as is agreed to in writing by such Issuing Bank) outstanding at any time.

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

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“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) theaggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. Subject to Section 2.09 , the LCExposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“ Lenders ” means the Persons listed on Annex I and any Person that shall have become a lender party hereto pursuant hereto and to an Assignmentand Assumption, and any Person that shall have become a party hereto as an Additional Lender pursuant to Section 2.06(c) other than, in each case, anysuch Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement, which shall include the Existing Letters of Credit.

“ Letter of Credit Agreements ” means all letter of credit applications and other agreements (including any amendments, modifications or supplementsthereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or onany successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currentlyprovided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest ratesapplicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement ofsuch Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at suchtime for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, ifnecessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Eurodollar Borrowing and for a maturity comparable to suchInterest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market atapproximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. Notwithstanding anything else providedherein or otherwise, if the LIBO Rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether suchinterest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) thelien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment orbailment for security purposes or (b) production payments payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions,servitudes, permits or reservations. For the purposes of this Agreement, the Borrower and its Restricted Subsidiaries shall be deemed to be the owner of anyProperty which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to whichtitle to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“ Loan Documents ” means this Agreement, the Notes, the Letter of Credit Agreements, the Letters of Credit and the Security Instruments.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

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“ Majority Lenders ” means, (i) at any time while no Loans or LC Exposure is outstanding, Lenders having more than fifty percent (50%) of theAggregate Maximum Credit Amounts; and (ii) at any time while any Loans or LC Exposure is outstanding, Lenders holding more than fifty percent (50%)of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of aparticipation in any Loan under Section 12.04(c) ); provided that the Maximum Credit Amounts and the principal amount of the Loans and participationinterests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.

“ Material Adverse Effect ” means a material adverse change in, or material adverse effect on (a) the businesses, operations, Property or financialcondition of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Credit Parties, taken as a whole, to perform theirobligations under the Loan Documents, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of the Administrative Agent,the Issuing Bank or any Lender under any Loan Document.

“ Material Indebtedness ” means Debt (other than the Loans, Letters of Credit and any other Debt arising under, or governed by, any LoanDocument), or payment obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in anaggregate principal amount exceeding the Threshold Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligationsof the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the Swap Termination Value.

“ Maturity Date ” means the earlier to occur of (a) February 28, 2024 and (b) in the event that the Permitted 2015 Bond Debt in an aggregate principalamount exceeding $50,000,000 remains outstanding on the date that is 180 days prior to its stated maturity date (the “ Permitted Unsecured Debt SpringingMaturity Date ”), the Permitted Unsecured Debt Springing Maturity Date.

“ Maximum Credit Amount ” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “MaximumCredit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate MaximumCredit Amounts pursuant to Section 2.06(b) or Section 10.02(a) , (b) modified from time to time pursuant to Section 2.06(c) or (c) modified from time totime pursuant to any assignment permitted by Section 12.04(a) .

“ Maximum Credit Amount Increase Certificate ” has the meaning assigned to such term in Section 2.06(c)(ii)(D).

“ Merger ” means the transactions contemplated by, and consummated in accordance with, the Merger Agreement, pursuant to which Merger Sub willmerge with and into Blue Ridge, with Blue Ridge surviving the Merger as a Wholly-Owned Subsidiary of the Borrower.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, by and among the Borrower, Merger Sub and Blue Ridge, dated as ofAugust 25, 2018, as may be amended, restated, supplemented or otherwise modified from time to time in a manner that is not materially adverse to theinterests of the Lenders (in their capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld,delayed or conditioned).

“ Merger Sub ” means Everest Merger Sub Inc., a Delaware corporation.

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“ Minimum Collateral Amount ” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount equalto 100% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“ Mortgaged Property ” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under theterms of the Security Instruments.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Borrower or an ERISA Affiliate has, or atany time during the three preceding calendar years had, an obligation to contribute.

“ Net Proceeds ” means the aggregate cash proceeds received by a Credit Party in respect of any sale, lease, conveyance, disposition or other transfer(for purposes of this definition, any such action, a “ transfer ”) of Property (including any cash subsequently received upon the sale or other disposition orcollection of any non-cash consideration received in any sale, but only as and when so received), or Casualty Event, net of (without duplication) (a) thedirect costs and expenses relating to such transfer of Property or any Casualty Event (including legal, accounting, investment banking and brokers’ fees,sales commissions and other reasonable costs and expenses incurred in preparing such Property for transfer paid to unaffiliated third parties or, incompliance with Section 9.14 , paid to any of its Affiliates), (b) taxes paid, accrued or reserved as payable as a result thereof (after taking into account anyavailable tax credits or deductions and any tax sharing arrangements), (c) amounts paid (other than the Secured Obligations) which are secured by a Lienupon any of the Properties being transferred and which must be repaid as a result of such sale, (d) any reserve for adjustment in respect of the sales price ofsuch Property established in accordance with GAAP, (e) distributions and payments required to be made to any minority interest holders in Subsidiaries as aresult of such Property transfer, (f) cash payments made to satisfy obligations resulting from early termination of Swap Agreements in connection, or as aresult of, any such transfer, and (g) until released, any portion of the purchase price for the transfer of such Property which is placed in escrow pursuant tothe terms of such transfer and for which no Credit Party has access thereto or control thereof.

“ New Borrowing Base Notice ” has the meaning assigned to such term in Section 2.07(d) .

“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ Non-Recourse Debt ” means any Debt of any Unrestricted Subsidiary, in each case in respect of which the holder or holders thereof (a) shall haverecourse only to, and shall have the right to require the obligations of such Unrestricted Subsidiary to be performed, satisfied, and paid only out of, theProperty of such Unrestricted Subsidiary and/or one or more of its subsidiaries (but only to the extent that such subsidiaries are Unrestricted Subsidiaries),and/or any other Person (other than the Borrower and/or any Restricted Subsidiary), any/or any other Person limited solely to Equity Interests of suchUnrestricted Subsidiary owned by such Person, and (b) shall have no direct or indirect recourse (including by way of guaranty, support or indemnity) to theBorrower or any Restricted Subsidiary or to any of the Property of the Borrower or any Restricted Subsidiary (other than, in each case, the Equity Interestsof such Unrestricted Subsidiary owned by the Borrower or any Restricted Subsidiary), whether for principal, interest, fees, expenses or otherwise.

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“ Notes ” means the promissory notes of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A , together with allamendments, modifications, replacements, extensions and rearrangements thereof.

“ Oil and Gas Properties ” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) allpresently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation allunits created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) alloperating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the HydrocarbonInterests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbonsin and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits,proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances andProperties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estatesdescribed or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use oruseful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotiveequipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a Well or for other similar temporaryuses) and including any and all Wells, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems,tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables,wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements,accessions and attachments to any and all of the foregoing. Unless otherwise expressly provided herein, all references in this Agreement to “Oil and GasProperties” refer to Oil and Gas Properties owned by the Borrower and its Restricted Subsidiaries.

“ Operating Lease ” means (a) an operating lease under GAAP and (b) any lease (whether or not in existence on the Effective Date) that would havebeen considered an operating lease under the provisions of GAAP as in effect as of December 31, 2017 (and not as a capital lease) regardless of any changein GAAP (whether or not such change in GAAP is contemplated as of the date hereof) following December 31, 2017 that would otherwise require suchlease to be re-characterized (on a prospective or retroactive basis or otherwise) as a capital lease.

“ Optional Scheduled Redetermination Date ” means each January 1 and July 1, in each case, that the Borrower designates as an Optional ScheduledRedetermination Date pursuant to Section 2.07(b) .

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between suchRecipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to orenforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any paymentmade under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, orotherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other thanan assignment made pursuant to Section 5.04 ).

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“ Paid In Full In Cash ” means (a) the payment in full in cash of all principal, interest (including interest accruing during the pendency of aninsolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on allLoans outstanding under this Agreement, (b) the payment in full in cash or posting of cash collateral in respect of all other obligations or amounts that areoutstanding under this Agreement (other than any contingent indemnification or other reimbursement obligation for which no claim has been made),including the posting of the cash collateral for outstanding Letters of Credit as required by the terms of this Agreement, (c) the expiration or termination ofall Commitments, (d) payment in full in cash of all amounts due and owing (or posting of acceptable collateral in respect of all such obligations) under eachBank Products Agreement giving rise to Secured Obligations, and (e) payment in full in cash of all amounts due and owing (or posting of acceptablecollateral in respect of all such obligations) under, or the novation or termination of, each Swap Agreement giving rise to any Secured Obligations.

“ Participant ” has the meaning assigned to such term in Section 12.04(c)(i) .

“ Participant Register ” has the meaning assigned to such term in Section 12.04(c)(i) .

“ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“ Permitted 2015 Bond Debt ” means Debt of the Borrower resulting from the issuance by the Borrower of senior unsecured notes in an aggregateoutstanding principal amount not to exceed $550,000,000 governed by the 2015 Indenture.

“ Permitted 2015 Bond Documents ” means, collectively, the 2015 Indenture, the purchase agreement providing for the issuance of the notesthereunder, the senior unsecured notes issued from time to time thereunder, all guarantees of any such notes, the registration rights agreements from time totime entered into in connection with such notes, and all other agreements, documents or instruments executed and delivered by the Borrower or anySubsidiary in connection with, or pursuant to, the 2015 Indenture or issuance of the Permitted 2015 Bond Debt.

“ Permitted Investors ” means, collectively, EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCapEnergy Capital Fund IX, L.P., and their controlling owner, EnCap Investments, L.P..

“ Permitted Refinancing Debt ” means, with respect to any Debt (the “ Refinanced Debt ”), Debt which represents an extension, refinancing, orrenewal of such Refinanced Debt; provided that, (a) the principal amount of such Refinanced Debt is not increased (other than by the costs, fees, andexpenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (b) the interest rate, fees,fund discounts and prepayment premiums of such Refinanced Debt are not increased above the prevailing market amount of such rate of interest, fee, funddiscount or prepayment premium at the time of such extension, refinancing or renewal, (c) no Credit Party that is not obligated pursuant to the terms of theRefinanced Debt with respect to repayment of such Refinanced Debt is required to become obligated with respect thereto pursuant to the terms of suchPermitted Refinancing Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal), (d) such extension, refinancing orrenewal does not result in a shortening of the average weighted maturity of the Refinanced Debt and such extension, refinancing or renewal does not resultin any principal amount owing in respect of the Permitted Refinancing Debt becoming due earlier than the date that is 365 days following the MaturityDate, and (e) the terms of any such extension, refinancing, or renewal are not otherwise materially less favorable to the obligors thereunder, taken as awhole, than the original terms of such Refinanced Debt.

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“ Permitted Unsecured Debt ” means:

(a) the Permitted 2015 Bond Debt;

(b) Debt (whether issued under a loan agreement, indenture or other agreement) issued or incurred by the Borrower from time to time (includingguarantees thereof by its Subsidiaries), that complies with all of the following requirements:

(i) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment of such Debt is due on or before thedate that is 180 days after the Maturity Date in effect on each date on which such Debt is issued or incurred (in this definition defined as a “ Date ofIssuance ”);

(ii) the financial covenants are no more restrictive with respect to the Credit Parties than the financial covenants under this Agreement and all ofthe covenants and events of default governing such Debt are not, taken as a whole, materially more restrictive with respect to the Credit Parties thanthe covenants and Events of Default under this Agreement;

(iii) on each Date of Issuance and immediately after giving effect to the incurrence of such Debt and any concurrent repayment of Debt, theBorrower is in compliance on a proformabasis with Section 9.01 of this Agreement, calculated for the most recent Fiscal Quarter for which thefinancial statements described in Sections 8.01(a) or (b) are available to the Lenders;

(iv) no Default or Event of Default exists on the Date of Issuance or immediately will occur as a result of the issuance of the notes evidencingsuch Debt;

(v) such Debt is not secured by any Lien on any property of a Credit Party;

(vi) such Debt is not guaranteed by any Person which is not a Guarantor of all of the Secured Obligations (excluding any Excluded SwapObligations with respect to such Guarantor); and

(vii) the Borrower shall have delivered to the Administrative Agent a certificate in reasonable detail reflecting compliance with the foregoingrequirements; or

(c) any Permitted Refinancing Debt of any of the foregoing.

“ Permitted Unsecured Debt Documents ” means, collectively, (a) the Permitted 2015 Bond Documents and (b) with respect to Permitted UnsecuredDebt other than the Permitted 2015 Bond Debt, any indenture, purchase agreement or other agreement providing for the issuance of such PermittedUnsecured Debt, any unsecured notes issued from time to time thereunder, all guarantees of any such notes, the registration rights agreements from time totime entered into in connection with such notes, and all other agreements, documents or instruments executed and delivered by the Borrower or anySubsidiary in connection with, or pursuant to, the issuance of such Permitted Unsecured Debt.

“ Permitted Unsecured Debt Springing Maturity Date ” has the meaning assigned to such term in the definition of “Maturity Date”.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, GovernmentalAuthority or other entity.

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“ Plan ” means an employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is subject to theprovisions of Title IV of ERISA or Sections 412 and 430 of the Code or Section 302 of ERISA and in respect of which Borrower or any ERISA Affiliate is(or, if the Plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prime Rate ” means the rate of interest perannumpublicly announced from time to time by BMO as its prime rate in effect at its principal office inNew York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Suchrate is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deemappropriate; it being understood that many of the Administrative Agent’s commercial or other loans are priced in relation to such rate, that it is notnecessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at ratesof interest having no relationship to such rate.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, withoutlimitation, cash, securities, accounts and contract rights.

“ Proposed Borrowing Base ” has the meaning assigned to such term in Section 2.07(c)(i) .

“ Proposed Borrowing Base Notice ” has the meaning assigned to such term in Section 2.07(c)(ii) .

“ Proved Developed Producing Reserves ” means “proved developed producing oil and gas reserves” as such term is defined by the SEC in itsstandards and guidelines.

“ Proved Reserves ” means collectively, “proved oil and gas reserves,” “proved developed producing oil and gas reserves,” “proved developednon-producing oil and gas reserves” (consisting of proved developed shut-in oil and gas reserves and proved developed behind pipe oil and gas reserves),and “proved undeveloped oil and gas reserves,” as such terms are defined by the SEC in its standards and guidelines.

“ Proved Undeveloped Reserves ” means “proved undeveloped oil and gas reserves,” as such term is defined by the SEC in its standards andguidelines.

“ Purchase Money Indebtedness ” means Debt incurred in the ordinary course of the Borrower’s or a Restricted Subsidiary’s business (a) consisting ofthe deferred purchase price of property, plant and equipment, conditional sale obligations, obligations under any title retention agreement and otherobligations incurred in connection with the acquisition, construction or improvement of such asset, in each case where the amount of such Debt does notexceed the greater of (i) the cost of the asset being financed and (ii) the fair market value of such asset, and (b) incurred to finance such acquisition,construction or improvement by any Credit Party of such asset; provided however that such Debt is incurred within 180 days after such acquisition or thecompletion of such construction or improvement.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time therelevant Guarantee and Collateral Agreement or the grant of the relevant Lien becomes effective or such other Person as constitutes an “eligible contractparticipant” under the Commodity Exchange Act or any regulations promulgated thereunder.

“ Recipient ” means (a) the Administrative Agent, (b) any Lender, (c) any Issuing Bank, or (d) any other recipient of any payment to be made underany Loan Document.

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“ Redemption ” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition orretirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “ Redeem ” has the correlative meaning thereto.

“ Register ” has the meaning assigned to such term in Section 12.04(b)(iv) .

“ Regulation D ” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents andadvisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“ Release ” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating,injecting, escaping, leaching, dumping, or disposing.

“ Remedial Work ” has the meaning assigned to such term in Section 8.10(a) .

“ Required Lenders ” means (i) at any time while no Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent(66-2/3%) of the Aggregate Maximum Credit Amounts, and (ii) at any time while any Loans or LC Exposure is outstanding, Lenders holding at leastsixty-six and two-thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit(without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c) ); provided , in each case, that the Maximum Credit Amountsand the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from thedetermination of Required Lenders.

“ Reserve Report ” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of the dates set forth inSection 8.12(a) (or such other date in the event of an Interim Redetermination) the Proved Reserves attributable to the Oil and Gas Properties of theBorrower and the Restricted Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capitalexpenditures with respect thereto as of such date, based upon the pricing assumptions consistent with SEC reporting requirements at the time.

“ Responsible Officer ” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President of suchPerson. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower in his or her capacity assuch.

“ Restricted Payment ” means any dividend, return of capital or other distribution (whether in cash, securities or other Property) with respect to anyEquity Interests in the Borrower or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinkingfund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in theBorrower or any of its Restricted Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of itsRestricted Subsidiaries.

“ Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

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“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loansand its LC Exposure at such time.

“ S&P ” means S&P Global Ratings, a division of S&P Global, Inc. and any successor thereto that is a nationally recognized rating agency.

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of thisAgreement, Crimea, Cuba, Iran, North Korea and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office ofForeign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating, organized or resident in aSanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) .

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S.government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“ Scheduled Redetermination ” has the meaning assigned to such term in Section 2.07(b) .

“ Scheduled Redetermination Date ” means (a) April 1, 2019 and each April 1 and October 1 thereafter, based upon a Reserve Report prepared as ofthe immediately preceding January 1 and July 1, respectively, and (b) each Optional Scheduled Redetermination Date (or, in the case of both of theforegoing clauses (a) and (b) , such date promptly thereafter as reasonably practicable).

“ Scheduled Redetermination Effective Date ” means the date on which a Borrowing Base that has been redetermined pursuant to a ScheduledRedetermination becomes effective as provided in Section 2.07(d) .

“ SEC ” means the Securities and Exchange Commission or any successor Governmental Authority.

“ Secured Obligations ” means any and all amounts owing or to be owing by the Borrower, any Guarantor or any other Restricted Subsidiary (whetherdirect or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and includingany renewals, extensions or rearrangements thereof): (a) to the Administrative Agent, any Arranger, the Issuing Bank or any Lender under any LoanDocument, including, without limitation, all interest on any of the Loans (including any interest that accrues after the commencement of any case,proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Credit Party (or could accrue but for the operation of applicablebankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action); (b) to anySecured Swap Provider under any Swap Agreement including any Swap Agreement in existence prior to the date hereof, but excluding any additionaltransactions or confirmations entered into (i) after such Secured Swap Provider ceases to be a Lender or an Affiliate of a Lender or (ii) after assignment by aSecured Swap Provider to another Secured Swap Provider that is not a Lender or an Affiliate of a Lender; (c) to any Bank Products Provider in respect ofBank Products, but excluding any additional transactions or confirmations entered into (i) after such Bank Products Provider ceases to be a Lender or anAffiliate of a Lender or (ii) after assignment by a Bank Products Provider to another Bank Products Provider that is not a Lender or an Affiliate of a Lender;provided that solely with respect to any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act, Excluded SwapObligations of such Guarantor shall in any event be excluded from “Secured Obligations” owing by such Guarantor.

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“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, the Bank Products Providers and Secured SwapProviders, and “Secured Party” means any of them individually.

“ Secured Swap Provider ” means any (a) Person that is a Lender or Affiliate of a Lender and is a party to a Swap Agreement with the Borrower orany of its Restricted Subsidiaries that entered into such Swap Agreement before or while such Person was a Lender or an Affiliate of a Lender, whether ornot such Person at any time ceases to be a Lender or an Affiliate of a Lender, as the case may be, or (b) assignee of any Person described in clause (a) above so long as such assignee is a Lender or an Affiliate of a Lender.

“ Security Instruments ” means the Guarantee and Collateral Agreement, any Control Agreement and any and all other mortgages, deeds of trust andother agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any other Person (other than SwapAgreements with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor withrespect to any Secured Obligation pursuant to this Agreement) in connection with, or as security for the payment or performance of the Secured Obligations.

“ Sequel Joint Venture ” means, that certain drilling joint venture among the Borrower and/or one or more of the other Credit Parties and SequelEnergy Group, LLC and/or an affiliate thereof with respect to the development of certain Oil and Gas Properties located within Harrison, Guernsey,Belmont, Jefferson and Monroe Counties, Ohio.

“ Specified Period ” means, for any date of determination, the period beginning on such date and ending on the twenty-four (24) month anniversarythereof.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is thenumber one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as adecimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currentlyreferred to as “ Eurocurrency Liabilities ” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such RegulationD. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit forproration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. TheStatutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any other Person the accounts of which would be consolidated with thoseof the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as wellas any other Person of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective ofwhether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening ofany contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held.

“ Subsidiary ” means any subsidiary of the Borrower.

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“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whetherexchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debtinstruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction orany combination of these transactions (including any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) ofthe Commodity Exchange Act); provided that (a) no phantom stock or similar plan providing for payments only on account of services provided by currentor former directors, officers, employees or consultants of the Borrower or its Restricted Subsidiaries shall be a Swap Agreement and (b) no purchase or saleagreement for the physical delivery of Hydrocarbons entered into in the ordinary course of business shall be a Swap Agreement unless such agreement (i) isa futures contract that is quoted or traded on a national board of exchange or (ii) has a term of longer than 90 days and requires a party to pay a fixed pricefor the Hydrocarbons to be delivered.

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction thatconstitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceablenetting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and terminationvalue(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) , the amount(s)determined as the mark-to-market value(s) for such Swap Agreements.

“ Synthetic Leases ” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated asoperating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which wereproperly treated as indebtedness for borrowed money for purposes of United States federal income taxes, if the lessee in respect thereof is obligated to eitherpurchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to suchoperating lease upon expiration or early termination of such lease.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed byany Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” means the earlier of the Maturity Date and the date of termination of the Commitments.

“ Threshold Amount ” means, at any time, the greater of (a) five percent (5%) of the Borrowing Base in effect at such time and (b) $25,000,000.

“ Total Commitments Utilization Percentage ” means, as of any day, the fraction expressed as a percentage, the numerator of which is the sum of theRevolving Credit Exposures of the Lenders on such day, and the denominator of which is the total Commitments of the Lenders in effect on such day.

“ Transactions ” means with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement and each otherLoan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grantof Liens by the Borrower on Mortgaged Properties, if any, and other Properties pursuant to the Security

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Instruments and (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, theguaranteeing of the Secured Obligations and the other obligations under the Guarantee and Collateral Agreement by such Guarantor and such Guarantor’sgrant of the security interests and provision of collateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties,if any, and other Properties pursuant to the Security Instruments.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising suchBorrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.

“ UCC ” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied inconnection with the perfection of Liens on any Collateral (as defined in the Guarantee and Collateral Agreement) securing the Secured Obligations.

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower designated as such on Schedule 7.14 or which the Borrower has designated inwriting to the Administrative Agent to be an Unrestricted Subsidiary pursuant to Section 9.20 .

“ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“ USA Patriot Act ” has the meaning set forth in Section 12.16 .

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 5.03(f) .

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person entitling the holders thereof (whether at all times oronly so long as no senior class of Capital Stock has voting power by reason of any contingency) to vote in the election of, or to designate, members of theboard of directors of such Person.

“ Wells ” means (a) a well drilled for the purpose of producing Hydrocarbons or disposing of fluids produced in connection with the production ofHydrocarbons, associated with the Borrower’s or any Restricted Subsidiary’s interest in any oil and gas lease or lands pooled therewith and (b) any waterproduction or disposal well, injection well or other wells located on or allocable to the Hydrocarbon Interests or lands pooled therewith, whether producing,shut-in, abandoned or temporarily abandoned.

“ Wholly-Owned Subsidiary ” means any Restricted Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifyingshares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or are owned bythe Borrower and one or more of the Wholly-Owned Subsidiaries.

“ Withholding Agent ” means any Credit Party or the Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEAResolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powersare described in the EU Bail-In Legislation Schedule.

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Section 1.03 Types of Loans and Borrowings . For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred toby Type ( e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

Section 1.04 Terms Generally; Rules of Construction . The definitions of terms herein shall apply equally to the singular and plural forms of the termsdefined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,“includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construedto have the same meaning and effect as the word “shall”. The word “or” is not exclusive. Unless the context requires otherwise (a) any definition of orreference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as fromtime to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications setforth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted,in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns(subject to the restrictions contained in the Loan Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall beconstrued to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, theword “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibitsand Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of thisAgreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative draftedsuch provision.

Section 1.05 Accounting Terms and Determinations; GAAP . Unless otherwise specified herein, all accounting terms used herein shall be interpreted,all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial mattersrequired to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistentwith the Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to theAdministrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a) ; provided that,unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance withthe covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently withprior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01 , and thecomponents of each of such ratios, all Unrestricted Subsidiaries and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and theelements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries tothe Borrower or any Restricted Subsidiary, which shall be deemed to be income to the Borrower or such Restricted Subsidiary when actually received by it.

Section 1.06 Divisions . For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or anycomparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation orliability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Personcomes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at suchtime.

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ARTICLE IITHE CREDITS

Section 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during theAvailability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’sCommitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms andconditions set forth herein, the Borrower may borrow, repay and reborrow the Loans.

Section 2.02 Loans and Borrowings .

(a) Borrowings; Several Obligations . Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably inaccordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender ofits obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans asrequired.

(b) Types of Loans . Subject to Section 3.03 , each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrowermay request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate ofsuch Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordancewith the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings . At the commencement of each Interest Period for any Eurodollar Borrowing,such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000. At the time that each ABR Borrowingis made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $200,000; provided that an ABRBorrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance thereimbursement of an LC Disbursement as contemplated by Section 2.08(e) . Borrowings of more than one Type may be outstanding at the same time,provided that there shall not at any time be more than a total of six (6) Eurodollar Borrowings outstanding. Notwithstanding any other provision of thisAgreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respectthereto would end after the Maturity Date.

(d) Notes . If requested by a Lender, the Loans made by each Lender shall be evidenced by a single promissory note of the Borrower insubstantially the form of Exhibit A , dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement,(ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, or(iii) any Additional Lender that becomes a Lender party hereto in connection with an increase in the Aggregate Maximum Credit Amounts pursuant toSection 2.06(c) , as of the effective date of such increase, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect onsuch date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuantto Section 2.06 , Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered, to the extent such Lender is then holding a Note, onthe effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after givingeffect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loanmade by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note. Failure tomake any such recordation shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of suchtransfer by any Lender of its Note.

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(e) Loans and Borrowings under the Existing Credit Agreement . On the Effective Date (or as soon as practicable with respect to (iii)):

(i) the Borrower shall pay all accrued and unpaid commitment fees, undrawn facility fees, break funding fees under Section 5.02(solely with respect to any Existing Lender that will not be a Lender) and all other fees that are outstanding under the Existing Credit Agreement for theaccount of each “Lender” under the Existing Credit Agreement;

(ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be an ABR Loan orEurodollar Loan, as applicable, under this Agreement;

(iii) any note executed and delivered by the Borrower under the Existing Credit Agreement shall be deemed to be automaticallycancelled and of no further force or effect, and the Administrative Agent shall use reasonable efforts to cause all Existing Lenders to deliver to theBorrower, as soon as practicable after the Effective Date, all such notes marked “canceled” or otherwise similarly defaced;

(iv) any Existing Letters of Credit shall be deemed issued under this Agreement; and

(v) the Existing Credit Agreement and the commitments thereunder shall be superseded by this Agreement and such commitments shallterminate.

It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing CreditAgreement or evidence repayment of any such obligations and liabilities and that this Agreement, from and after the Effective Date, amend and restate in itsentirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder and that any Loan Document and/or Lienssecuring the Secured Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligationshereunder.

Section 2.03 Requests for Borrowings . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone(a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or(b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing; provided that no such noticeshall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) . Eachsuch telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of awritten Borrowing Request in substantially the form of Exhibit B and signed by the Borrower. Each such telephonic and written Borrowing Request shallspecify the following information in compliance with Section 2.02 :

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

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(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated bythe definition of the term “Interest Period”;

(v) the amount of the then effective Borrowing Base, the Aggregate Maximum Credit Amounts, the current total Revolving CreditExposures (without regard to the requested Borrowing) and the proformatotal Revolving Credit Exposures (giving effect to the requested Borrowing); and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements ofSection 2.05 .

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified withrespect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. EachBorrowing Request shall constitute a representation by the Borrower that the amount of the requested Borrowing shall not cause the total Revolving CreditExposures to exceed the total Commitments.

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03 , the Administrative Agent shall advise each Lender of the detailsthereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Interest Elections .

(a) Conversion and Continuance . Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the caseof a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert suchBorrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as providedin this Section 2.04 . The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portionshall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall beconsidered a separate Borrowing.

(b) Interest Election Requests . To make an election pursuant to this Section 2.04 , the Borrower shall notify the Administrative Agent of suchelection by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Typeresulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shallbe confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in substantially the form of ExhibitC and signed by the Borrower.

(c) Information in Interest Election Requests . Each telephonic and written Interest Election Request shall specify the following information incompliance with Section 2.02 :

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to differentportions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iii) and (iv) shall be specified for each resulting Borrowing);

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(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to haveselected an Interest Period of one month’s duration.

(d) Notice to the Lenders by the Administrative Agent . Promptly following receipt of an Interest Election Request, the Administrative Agentshall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default and Borrowing Base Deficiencies on Interest Election .If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicablethereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABRBorrowing. Notwithstanding any contrary provision hereof, if an Event of Default or a Borrowing Base Deficiency has occurred and is continuing: (i) nooutstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of anyBorrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall beconverted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.05 Funding of Borrowings .

(a) Funding by the Lenders . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer ofimmediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purposeby notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in likefunds, to an account of the Borrower maintained with the Administrative Agent and designated by the Borrower in the applicable Borrowing Request;provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the AdministrativeAgent to the Issuing Bank. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or toconstitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner.

(b) Presumption of Funding by the Lenders . Unless the Administrative Agent shall have received notice from a Lender prior to the proposeddate of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon suchassumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowingavailable to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demandwithout duplication, such corresponding amount with interest thereon, for each day from and including the date such amount is made available to

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the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds EffectiveRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of theBorrower and without regard to Section 5.02 , the interest rate applicable to the Adjusted LIBO Rate for an Interest Period of one month. If such Lenderremits to the Administrative Agent its share of the Borrowing, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.06 Termination, Reduction and Optional Increase of Aggregate Maximum Credit Amounts .

(a) Scheduled Termination of Commitments . Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at anytime the Aggregate Maximum Credit Amounts or the Borrowing Base is terminated or reduced to zero, then the Commitments shall terminate on theeffective date of such termination or reduction.

(b) Optional Termination and Reduction of Aggregate Maximum Credit Amounts .

(i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; providedthat(A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, (1) after giving effect to any concurrent prepayment of theLoans in accordance with Section 3.04(c) , the total Revolving Credit Exposures would exceed the total Commitments or (2) the Aggregate MaximumCredit Amount would be less than $1,000,000 (unless, with respect to this clause (2), the Aggregate Maximum Credit Amounts are reduced to $0.00).

(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amountsunder Section 2.06(b)(i) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and theeffective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each noticedelivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable; providedthat a notice of termination of the Aggregate Maximum CreditAmounts delivered by the Borrower may state that such notice is conditioned upon the satisfaction of one or more conditions precedent, in which case suchnotice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the AggregateMaximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

(c) Optional Increase in Aggregate Maximum Credit Amounts .

(i) Subject to the conditions set forth in Section 2.06(c)(ii) , the Borrower may increase the Aggregate Maximum Credit Amounts thenin effect by increasing the Maximum Credit Amount of a Lender or, with the written consent of the Administrative Agent and each Issuing Bank (suchconsent not to be unreasonably withheld or delayed), by causing a Person that at such time is not a Lender to become a Lender (an “ Additional Lender ”).Notwithstanding anything to the contrary contained in this Agreement, in no case shall an Additional Lender be the Borrower or an Affiliate of theBorrower.

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(ii) Any increase in the Aggregate Maximum Credit Amounts shall be subject to the following additional conditions:

(A) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents (such consent not to beunreasonably withheld, delayed or conditioned), and all such increases pursuant to this Section 2.06 shall not exceed $250,000,000 inthe aggregate;

(B) no Default shall have occurred and be continuing on the effective date of such increase;

(C) no Lender’s Maximum Credit Amount may be increased without the consent of such Lender;

(D) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by increasing the Maximum Credit Amount of anexisting Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in theform of Exhibit I (a “ Maximum Credit Amount Increase Certificate ”);

(E) if the Borrower elects to increase the Aggregate Maximum Credit Amounts by causing an Additional Lender to become aparty to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent acertificate substantially in the form of Exhibit J (an “ Additional Lender Certificate ”), together with an Administrative Questionnaireand a processing and recordation fee of $3,500, and the Borrower shall (1) if requested by the Additional Lender, deliver a Notepayable to such Additional Lender in a principal amount equal to its Maximum Credit Amount, and otherwise duly completed and(2) pay any applicable fees as may have been agreed to between the Borrower, the Additional Lender and/or the Administrative Agent;and

(F) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, withoutlimitation, a resolution duly adopted by the board of directors (or equivalent body) of each Credit Party authorizing such increase in theAggregate Maximum Credit Amounts) in connection with such increase in the Aggregate Maximum Credit Amounts to the extentreasonably requested by the Administrative Agent.

(iii) Subject to acceptance and recording thereof pursuant to Section 2.06(c)(iv) , from and after the effective date specified in theMaximum Credit Amount Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of theInterest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02 ): (A) the amount of theAggregate Maximum Credit Amounts shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lenderparty thereto shall be a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. Inaddition, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Lettersof Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that eachLender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) aftergiving effect to the increase in the Aggregate Maximum Credit Amounts.

(iv) Upon its receipt of a duly completed Maximum Credit Amount Increase Certificate or an Additional Lender Certificate, executedby the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the written consent of the Administrative Agentand each Issuing Bank referred to in Section 2.06(c)(i) , the processing and recording fee referred to

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in Section 2.06(c)(ii) , and the Administrative Questionnaire referred to in Section 2.06(c)(ii) , if applicable, the Administrative Agent shall accept suchMaximum Credit Amount Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to bemaintained by the Administrative Agent pursuant to Section 12.04(b)(iv) . No increase in the Aggregate Maximum Credit Amounts shall be effective forpurposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(c)(iv) .

(v) Upon any increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.06(c) , Annex I to this Agreement shallbe automatically amended to reflect any changes in the Lenders’ Maximum Credit Amounts and any resulting changes in the Lenders’ ApplicablePercentages.

Section 2.07 Borrowing Base .

(a) Initial Borrowing Base . On the Effective Date, the Borrowing Base shall be $375,000,000. Notwithstanding the foregoing, the BorrowingBase may be subject to further adjustments in between Scheduled Redeterminations from time to time pursuant to Section 8.13(c) and Section 9.12 .

(b) Scheduled and Interim Redeterminations . The Borrowing Base shall be redetermined in accordance with this Section 2.07 (a “ ScheduledRedetermination ”), and, subject to Section 2.07(d) , such redetermined Borrowing Base shall become effective and applicable to the Borrower, theAdministrative Agent, the Issuing Bank and the Lenders on each Scheduled Redetermination Effective Date. The Borrower may elect for any January 1 orJuly 1 of any calendar year to be an Optional Scheduled Redetermination Date by designating in writing to the Administrative Agent such date as anOptional Scheduled Redetermination Date (which designation must be made no later than the date on which the Scheduled Redetermination scheduled forthe immediately preceding April 1 and October 1, as applicable, becomes effective. In addition, the Borrower may, by notifying the Administrative Agentthereof, and the Administrative Agent may, or, at the direction of the Required Lenders, shall, by notifying the Borrower thereof, one time between twosuccessive Scheduled Redetermination Effective Dates that are not Optional Scheduled Redetermination Dates, each elect to cause the Borrowing Base tobe redetermined between Scheduled Redeterminations (an “ Interim Redetermination ”) in accordance with this Section 2.07 .

(c) Scheduled and Interim Redetermination Procedure .

(i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by theAdministrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of aScheduled Redetermination, pursuant to Section 8.12(a) and (c) , and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and (c) , and(B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c) , as may,from time to time, be reasonably requested by the Required Lenders (the Reserve Report, such certificate and such other reports, data and supplementalinformation being the “ Engineering Reports ”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, ingood faith, propose a new Borrowing Base (the “ Proposed Borrowing Base ”) based upon such information and such other information (including, withoutlimitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any otherDebt, the Borrower’s other assets, liabilities, fixed charges, cash flow, business, properties, prospects, management and ownership, hedged and unhedgedexposure to price, price and production scenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its solediscretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceedthe Aggregate Maximum Credit Amounts;

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(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “ Proposed BorrowingBase Notice ”) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity todetermine the Proposed Borrowing Base in accordance with Section 2.07(c)(i) ; and

(iii) Any Proposed Borrowing Base that would increase the Borrowing Base then in effect must be approved by the Borrowing BaseIncrease Requisite Lenders as provided in this Section 2.07(c)(iii) (and after giving effect to any reallocation described in Section 2.07(c)(iv) ); and anyProposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect must be approved or be deemed to have been approved by theRequired Lenders as provided in this Section 2.07(c)(iii) . Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have twenty (20) daysthereafter to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. At the endof such twenty (20) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall bedeemed to be an approval of the Proposed Borrowing Base. If, at the end of such 20-day period, the Borrowing Base Increase Requisite Lenders, in the caseof a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the Required Lenders, in the case of a Proposed Borrowing Basethat would decrease or maintain the Borrowing Base then in effect, have approved or, in the case of a decrease or reaffirmation, deemed to have approved,as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d) . If, however, atthe end of such 20-day period, the Borrowing Base Increase Requisite Lenders or the Required Lenders, as applicable, have not approved or, in the case of adecrease or reaffirmation, deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest BorrowingBase then acceptable to (x) in the case of a decrease or reaffirmation, a number of the Lenders sufficient to constitute the Required Lenders and (y) in thecase of an increase, the Borrowing Base Increase Requisite Lenders, and such amount shall become the new Borrowing Base, effective on the date specifiedin Section 2.07(d) .

(iv) If any Proposed Borrowing Base that would increase the Borrowing Base then in effect has been approved by the Borrowing BaseIncrease Requisite Lenders, and a Lender has timely communicated its disapproval of such Proposed Borrowing Base (each, a “ Dissenting Lender ”), thenthe Borrower may, at its sole expense and effort, upon notice to the applicable Dissenting Lender and the Administrative Agent, (A) replace one or moreDissenting Lenders in accordance with the terms of Section 5.04(b) with Lenders that approve such Proposed Borrowing Base, (B) if the Borrower canidentify non-Dissenting Lenders or, with the consent of the Administrative Agent and each Issuing Bank (such consent not to be unreasonably withheld ordelayed), other Persons that are not Lenders at such time that, in either case, agree to do so in their sole discretion, elect for all (but not less than all) of eachsuch Dissenting Lender’s Increase Portion to be reallocated among such non-Dissenting Lenders and such other Persons in a manner, and subject todocumentation and terms, in each case reasonably acceptable to the Borrower, such non-Dissenting Lenders, such other Persons and the AdministrativeAgent, and Annex I hereto shall be automatically amended to reflect all of the foregoing, or (C) elect to proceed with a combination of replacing one ormore Dissenting Lenders as set forth in the preceding clause (A) and reallocating non-replaced Dissenting Lenders’ Increase Portions. Notwithstandinganything to the contrary contained in this Agreement, if the actions contemplated by the foregoing clauses (A) , (B) and (C) are not effectuated for anyreason and any Dissenting Lender has not either been replaced or had its entire Increase Portion reallocated in accordance with the foregoing, then theProposed Borrowing Base shall be deemed not to be approved by the Borrowing Base Increase Requisite Lenders.

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(v) Within three (3) Business Days of its receipt of a Proposed Borrowing Base Notice, the Borrower may provide written notice to theAdministrative Agent and the Lenders that specifies for the period from the effective date of the Proposed Borrowing Base until the next succeedingScheduled Redetermination, the Borrowing Base will be a lesser amount than the amount set forth in such Proposed Borrowing Base Notice, whereuponsuch specified lesser amount will become the new Proposed Borrowing Base, but such three (3) Business Day time period (whether or not the Borrowerprovides written notice of a lesser amount) shall not increase or be deemed to increase the 20-day period set forth in Section 2.07(c)(iii) , and any proposedlesser amount by the Borrower pursuant to this Section 2.07(c)(v) shall not reset such 20-day period or be deemed to commence a new 20-day period. TheBorrower’s notice under this Section 2.07(c)(v) shall be irrevocable, but without prejudice to its rights to effect Interim Redeterminations.

(d) Effectiveness of a Redetermined Borrowing Base . After a redetermined Borrowing Base is approved or is deemed to have been approvedby the Borrowing Base Increase Requisite Lenders or the Required Lenders, as applicable, pursuant to Section 2.07(c)(iii) and Section 2.07(c)(iv) , theAdministrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “ New Borrowing Base Notice ”),and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and theLenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required tobe delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on the applicable Scheduled Redetermination Datefollowing such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuantto Section 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and

(ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such notice.

Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Effective Date, the next Interim Redetermination Date or thenext adjustment to the Borrowing Base under Section 8.13(c) , whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination orInterim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower.

(e) Automatic Reduction of the Borrowing Base in connection with the issuance of Permitted Unsecured Debt . Notwithstanding anything to thecontrary contained herein, if the Borrower issues any Permitted Unsecured Debt on or after the date hereof (excluding any Permitted Refinancing Debt inrespect of the Permitted 2015 Bond Debt), on each Date of Issuance (as defined in the definition of Permitted Unsecured Debt) the Borrowing Base then ineffect shall be reduced automatically by an amount equal to the product of 0.25 and the stated principal amount of the Permitted Unsecured Debt so issued(it being understood that any Permitted Refinancing Debt in respect of the Permitted 2015 Bond Debt shall not result in such automatic reduction). TheBorrowing Base as so reduced shall become the new Borrowing Base immediately upon such Date of Issuance and shall remain in effect until the next dateas of which the Borrowing Base is redetermined pursuant to this Agreement. For purposes of this Section 2.07(e) , if any such Permitted Unsecured Debt isissued at a discount or otherwise sold for less than “par”, the reduction shall be calculated based upon the stated principal amount without reference to suchdiscount.

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(f) Reduction of Borrowing Base Upon Sale of Properties and Termination of Swap Agreements . In connection with any sale or otherdisposition of Property or termination or monetization of any Swap Agreement pursuant to Section 9.12(d) , the Borrowing Base shall be reduced, as andwhen applicable, in accordance with the provisions of Section 9.12(d)(iv) and shall remain in effect until the next date as of which the Borrowing Base isredetermined pursuant to this Agreement. The Administrative Agent shall promptly notify the Borrower and the Lenders of any such reduction of theBorrowing Base and the effective date thereof.

Section 2.08 Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit(or the amendment, renewal or extension of outstanding Letters of Credit) for its own account or for the account of any of its Restricted Subsidiaries, andIssuing Bank shall issue, amend, renew or extend such Letters of Credit, in each case in a form reasonably acceptable to the Administrative Agent and theapplicable Issuing Bank, at any time and from time to time during the Availability Period; provided that the Borrower may not request the issuance,amendment, renewal or extension of Letters of Credit hereunder if (i) a Borrowing Base Deficiency exists at such time or, if after giving effect thereto,would exist or (ii) if after giving effect thereto, the LC Exposure exceeds the LC Commitment. Without limiting the foregoing and without affecting thelimitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit inexcess of its individual LC Commitment in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. AnyLetter of Credit so issued by an Issuing Bank in excess of its individual LC Commitment then in effect shall nonetheless constitute a Letter of Credit for allpurposes of the Credit Agreement, and shall not affect the LC Commitment of any other Issuing Bank, subject to the aggregate LC Commitment. AnyIssuing Bank that issues a Letter of Credit in excess of its individual LC Commitment then in effect shall promptly notify the Administrative Agent of suchissuance.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment,renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or transmit by electronic communication, ifarrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (not less thanthree (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice:

(i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended, renewed or extended;

(ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day);

(iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c) );

(iv) specifying the amount of such Letter of Credit;

(v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend,renew or extend such Letter of Credit; and

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(vi) specifying the amount of the then effective Borrowing Base and the Aggregate Maximum Credit Amounts and whether aBorrowing Base Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or therequested amendment, renewal or extension of an outstanding Letter of Credit) and the proformatotal Revolving Credit Exposures (giving effect to therequested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with anyrequest for a Letter of Credit; provided that, in the event of any conflict between such application or any Letter of Credit Agreement and the terms of thisAgreement, the terms of this Agreement shall control.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date ofthe issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that isfive Business Days prior to the Maturity Date.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without anyfurther action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from theIssuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn undersuch Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to theAdministrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank andnot reimbursed by the Borrower on the date due as provided in Section 2.08(e) , or of any reimbursement payment required to be refunded to the Borrowerfor any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters ofCredit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of anyLetter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of theCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse suchLC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on thedate that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, onsuch date, or, if such notice has not been received by the Borrower prior to such time on such date, then on the Business Day immediately following the daythat the Borrower receives such notice; provided that the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to haverequested, and the Borrower does hereby request under such circumstances, that such payment be financed with an ABR Borrowing in an equivalent amountand, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If theBorrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment thendue from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shallpay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatismutandis, to the payment obligations of the Lenders), and theAdministrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by theAdministrative Agent of any payment from the Borrower pursuant to this Section 2.08(e) , the Administrative Agent shall distribute such payment to theIssuing Bank or, to the extent that the Lenders

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have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests mayappear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding ofABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute,unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoeverand irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term orprovision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or anystatement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or otherdocument that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstancewhatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f) , constitute a legal or equitabledischarge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank,nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit orany payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causesbeyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to theextent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permittedby applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and otherdocuments presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence orwillful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to haveexercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may,in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice orinformation to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms ofsuch Letter of Credit.

(g) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent ademand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmedby facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failureto give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any suchLC Disbursement.

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement and has not received reimbursement thereof by 12:00 noon, NewYork City time, on the day that it has given the Borrower notice thereof on or before 10:00 a.m., New York City time, then, until the Borrower shall havereimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under

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Section 2.08(e) ), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excludingthe date that the Borrower reimburses such LC Disbursement, at the rate perannumthen applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank; Designation of Additional Issuing Banks .

(i) The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replacedIssuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the timeany such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant toSection 3.05(b) . From and after the effective date of any such replacement, (A) the successor Issuing Bank shall have all the rights and obligations of theIssuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (B) references herein to the term “ Issuing Bank ” shall bedeemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. Afterthe replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights andobligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required toissue additional Letters of Credit.

(ii) From time to time, the Borrower may by notice to the Administrative Agent designate as additional Issuing Banks one or moreLenders that agree to serve in such capacity as provided below. The acceptance by a Lender of any appointment as an Issuing Bank hereunder shall beevidenced by a joinder agreement (an “ Issuing Bank Agreement ”), which shall be in a form reasonably satisfactory to such Lender, the Borrower and theAdministrative Agent, shall set forth the agreement of such Lender to become an Issuing Bank hereunder and shall be executed by such Lender, theBorrower and the Administrative Agent and, from and after the effective date of such Issuing Bank Agreement, (A) such Lender shall have all the rights andobligations of an Issuing Bank under this Agreement and the other Loan Documents and (B) references herein and in the other Loan Documents to the term“Issuing Bank” shall be deemed to include such Lender in its capacity as an Issuing Bank. Notwithstanding anything to the contrary contained herein, in noevent may there be more than three (3) Issuing Banks at any one time under this Agreement.

(j) Cash Collateralization . If (i) any Event of Default shall occur and be continuing and the Borrower receives written notice from theAdministrative Agent or the Majority Lenders demanding the deposit of Cash Collateral pursuant to this Section 2.08(j) , (ii) the LC Exposure exceeds theLC Commitment at any time as a result of a reduction in the Borrowing Base or (iii) the Borrower is required to pay to the Administrative Agent the excessattributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c) , then the Borrower shall deposit, in an account with theAdministrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to, in the case of an Event ofDefault, the LC Exposure, in the case of the LC Exposure exceeding the LC Commitment, the amount of such excess, and in the case of a payment requiredby Section 3.04(c) , the amount of such excess as provided in Section 3.04(c) , as of such date plus any accrued and unpaid interest thereon; provided thatthe obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, withoutdemand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any Guarantor described in Section 10.01(h) or Section 10.01(i) . The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusivefirst

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priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time totime deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account,all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or inexchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions andreplacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard towhether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and,to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment whichthe Borrower or any of its Restricted Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, theLenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment of the Borrower’s and the Guarantor’sobligations under this Agreement and the other Loan Documents and, other than as set forth herein, so long as any such obligations remain outstanding, theAdministrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interestearned on the investment of such deposits, which investments shall be made at the option of the Administrative Agent and with the written consent of theBorrower, but at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate insuch account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it hasnot been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LCExposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors underthis Agreement or the other Loan Documents. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence ofan Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connectionwith any prepayment pursuant to Section 3.04(c) , then such amount (to the extent not applied as aforesaid) shall cease to be Cash Collateral and shall bereturned to the Borrower within three Business Days after all Events of Default have been cured or waived and the Administrative Agent shall no longershall have exclusive dominion and control, including the exclusive right of withdrawal, over such account (except to the extent otherwise provided by theLoan Documents). If the Borrower is required to provide an amount of Cash Collateral pursuant to subclause (j)(ii) of this Section, then such amount (to theextent not applied as aforesaid) shall cease to be Cash Collateral and shall be returned to the Borrower within three Business Days after the LC Exposure nolonger exceeds the LC Commitment as a result of a reduction in the Borrowing Base and the Administrative Agent shall no longer shall have exclusivedominion and control, including the exclusive right of withdrawal, over such account (except to the extent otherwise provided by the Loan Documents).

(k) Cash Collateralization of Fronting Exposure . At any time that there shall exist a Defaulting Lender, within one Business Day following thewritten request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the IssuingBanks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.09(a)(iv) and any Cash Collateral providedby such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i) Grant of Security Interest . The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, herebygrants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral assecurity for the Defaulting Lenders’ obligation to fund participations in respect of LC Exposure, to be applied pursuant to clause (b) below. If at any timethe Administrative Agent determines in good faith

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that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that thetotal amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent,pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any CashCollateral provided by the Defaulting Lender).

(ii) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.08(k) or Section 2.09 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations inrespect of LC Exposure (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the CashCollateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii) Termination of Requirement . Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s FrontingExposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.08(k) following (i) the elimination of the applicable FrontingExposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent andeach Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.09 the Person providing Cash Collateral and each IssuingBank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the extentthat such Cash Collateral was provided by the Borrower, such amount shall cease to be Cash Collateral and shall be returned to the Borrower within threeBusiness Days after such Cash Collateral shall no longer be required to be held pursuant to this Section 2.08(k) and the Administrative Agent shall nolonger shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account (except to the extent otherwise providedby the Loan Documents).

Section 2.09 Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a DefaultingLender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent withrespect to this Agreement or any Loan Document shall be restricted as set forth in the definition of Borrowing Base Increase Requisite Lenders, MajorityLenders, or Required Lenders, as applicable.

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent forthe account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the AdministrativeAgent from a Defaulting Lender pursuant to Section 12.08 shall be applied at such time or times as may be determined by the Administrative Agent asfollows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a proratabasis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third , to Cash Collateralize the Issuing Banks’ FrontingExposure with respect to such Defaulting Lender in accordance with Section 2.08(k) ; fourth , as the Borrower may request (so long as no Default or Eventof Default then exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by thisAgreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a depositaccount and released proratain order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect

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to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respectto future Letters of Credit issued under this Agreement, in accordance with Section 2.08(k) ; sixth , to the payment of any amounts owing to the Lenders orthe Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such DefaultingLender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, tothe payment of any amounts owing to the Borrower or any of its Subsidiaries as a result of any judgment of a court of competent jurisdiction obtained bythe Borrower or any of its Subsidiaries against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under thisAgreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is apayment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share,and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 6.02 were satisfied or waived,such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all Non-Defaulting Lenders on a proratabasis prior to beingapplied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfundedparticipations in LC Exposure are held by the Lenders proratain accordance with the Commitments without giving effect to Section 2.09(a)(iv) . Anypayments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender orto post Cash Collateral pursuant to this Section 2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocablyconsents hereto.

(iii) Certain Fees .

(A) A Defaulting Lender shall not be entitled to receive any commitment fee or any fee in respect of participations in Letters ofCredit pursuant to Section 3.05(b) , in each case, for any period during which that Lender is a Defaulting Lender (and the Borrowershall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender);provided , however , that a Defaulting Lender shall be entitled to receive fees in respect of participations in Letters of Credit pursuant toSection 3.05(b) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentageof the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.08(k) .

(B) The Borrower shall (1) pay to each Non-Defaulting Lender that portion of any fee otherwise payable to such DefaultingLender with respect to such Defaulting Lender’s participation in Letters of Credit that has been reallocated to such Non-DefaultingLender pursuant to clause (iv) below, (2) pay to each Issuing Bank, as applicable, the amount of any fee otherwise payable to suchDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (3) not be requiredto pay any other amount in respect of any fee payable pursuant to this clause (iii) .

(iv) Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in LCExposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard tosuch Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 6.02 are satisfied at the time of such reallocation(and, if requested by the Administrative Agent, the Borrower shall represent and warrant that such conditions are satisfied at such time), and (y) suchreallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lenderhaving become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposurefollowing such reallocation.

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(v) Cash Collateral . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall,without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance withthe procedures set forth in Section 2.08(k) .

(b) Required Actions After No Longer Being a Defaulting Lender . If the Borrower, the Administrative Agent and each Issuing Bank agree inwriting that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective datespecified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lenderwill, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agentmay determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held prorataby the Lenders inaccordance with the Commitments (without giving effect to Section 2.09(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was aDefaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from DefaultingLender to a Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) Issuing Banks . So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, renew or increase anyLetter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE IIIPAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES

Section 3.01 Repayment of Loans . The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lenderthe then unpaid principal amount of each Loan on the Termination Date.

Section 3.02 Interest .

(a) ABR Loans . The Loans comprising each ABR Borrowing shall bear interest on the principal balance thereof from time to time outstandingat the Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(b) Eurodollar Loans . The Loans comprising each Eurodollar Borrowing shall bear interest on the principal balance thereof from time to timeoutstanding at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed theHighest Lawful Rate.

(c) Post-Default Rate . Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by theBorrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise,such overdue amount from time to time outstanding shall bear interest, after as well as before judgment, at a rate perannumequal to two percent (2%) plusthe rate applicable to ABR Loans as provided in Section 3.02(a) , but in no event to exceed the Highest Lawful Rate.

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(d) Interest Payment Dates . Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on theTermination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment orprepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaidor prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Loan prior to the end ofthe current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Rate Computations . All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation wouldexceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interestcomputed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a yearof 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding thelast day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determinationshall be conclusive absent manifest error, and be binding upon the parties hereto.

Section 3.03 Alternate Rate of Interest .

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonablemeans do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate (including because, at the applicable time of determination, the LIBO Rate isnot available or published at such time on a current basis) for such Interest Period; or

(ii) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for suchInterest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for suchInterest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and,until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (and theAdministrative Agent agrees to promptly provide such notice to the Borrower and the Lenders), (i) any Interest Election Request that requests theconversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing with such Interest Period shall be ineffective, and (ii) if anyBorrowing Request requests a Eurodollar Borrowing with such Interest Period, such Borrowing shall be made either for another Interest Period (subject toapplication of this Section 3.03 thereto) or as an ABR Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost offunds.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) thecircumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i)have not arisen but either (A) the supervisor for the administrator of the LIBO Rate has made a public statement that the administrator of the LIBO Rate isinsolvent (and there is no successor administrator that will

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continue publication of the LIBO Rate), (B) the administrator of the LIBO Rate has made a public statement identifying a specific date after which theLIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBORate), (C) the supervisor for the administrator of the LIBO Rate has made a public statement identifying a specific date after which the LIBO Rate willpermanently or indefinitely cease to be published by such administrator and any successor administrator or (D) the supervisor for the administrator of theLIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date afterwhich the LIBO Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall promptly and ingood faith endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention fordetermining a rate of interest for syndicated loans to similarly situated borrowers in the United States at such time, and shall enter into an amendment to thisAgreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt,such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be lessthan zero, such rate shall be deemed to be zero for the purposes of this Agreement. Promptly upon the establishment of any such alternate rate, theAdministrative Agent shall deliver notice of such amendment to the Lenders and, notwithstanding anything to the contrary in Section 12.02(b) , suchamendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall nothave received, within five Business Days of the date of such notice, a written notice from the Majority Lenders stating that such Majority Lenders object tosuch amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described inclause (ii) of the first sentence of this Section 3.03(b) , only to the extent the LIBO Rate for such Interest Period is not available or published at such timeon a current basis), or until the Administrative Agent shall notify the Borrower that the circumstances resulting in the need to determine an alternate rate ofinterest no longer exist (and the Administrative Agent agrees to promptly give such notice to the Borrower) (x) any Interest Election Request that requeststhe conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Requestrequests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. For the avoidance of doubt, the LIBO Rate shall apply to anyexisting Eurodollar Loans until the expiration of the Interest Period in respect thereof.

Section 3.04 Prepayments .

(a) Optional Prepayments . The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,subject to prior notice in accordance with Section 3.04(b) .

(b) Notice and Terms of Optional Prepayment . The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) ofany prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Daysbefore the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date ofprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof tobe prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated bySection 2.06(b) , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(b) . Promptlyfollowing receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partialprepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided inSection 2.02 . Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompaniedby accrued interest to the extent required by Section 3.02 .

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(c) Mandatory Prepayments .

(i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) , thetotal Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination orreduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LCExposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.08(j) .

(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 (other thanpursuant to Section 2.07(e) Section 2.07(f )) or Section 8.13(c) , if there exists a Borrowing Base Deficiency, then the Borrower shall within ten(10) Business Days following receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs, providewritten notice (the “ Election Notice ”) to the Administrative Agent stating the action which the Borrower proposes to take to eliminate such BorrowingBase Deficiency, and the Borrower shall thereafter, at its option, either

(A) within thirty (30) days following its delivery of the Election Notice, by instruments reasonably satisfactory in form andsubstance to the Administrative Agent, provide the Administrative Agent with additional security consisting of Oil and Gas Propertieswith value and quality satisfactory to the Administrative Agent and the Required Lenders in their sole discretion to eliminate suchBorrowing Base Deficiency,

(B) within thirty (30) days following its delivery of the Election Notice, prepay the Borrowings in an amount sufficient toeliminate such Borrowing Base Deficiency and, if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as aresult of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminate such remainingBorrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j) ,

(C) elect to prepay (and thereafter pay) the principal amount necessary to eliminate such Borrowing Base Deficiency in not morethan three (3) equal monthly installments plus accrued interest thereon with the first such monthly payment being due within thirty(30) days following its delivery of the Election Notice (and, if any Borrowing Base Deficiency remains after prepaying all of theBorrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount necessary to eliminatesuch remaining Borrowing Base Deficiency to be held as Cash Collateral as provided in Section 2.08(j) ), or

(D) by any combination of prepayment and additional security as provided in the preceding clauses (A) , (B) or (C) , eliminatesuch Borrowing Base Deficiency; provided that all payments required to be made pursuant to this Section 3.04(c)(ii) must be made onor prior to the Termination Date.

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(iii) Upon any adjustments to the Borrowing Base pursuant to Sections 2.07(e) and/or 2.07(f) , if there is a Borrowing Base Deficiency,then the Borrower shall (A) prepay any Borrowings or (B) Cash Collateralize any LC Exposure as provided in Section 2.08(j) , in an aggregate amountequal to such Borrowing Base Deficiency. The Borrower shall be obligated to make such prepayment and/or deposit of Cash Collateral within one BusinessDay of the date it receives (i) proceeds of such issuance of Permitted Unsecured Debt or (ii) confirmation of the amount of any reduction of the BorrowingBase pursuant to Section 2.07(f) , as applicable; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on orprior to the Termination Date.

(iv) Promptly following any sale, lease, conveyance, disposition or other transfer by any Credit Party of any of its Proved Reserves,without duplication, or any termination or other monetization by any Credit Party of any Swap Agreement in respect of commodities, other than aspermitted by Section 9.12 , and immediately after giving effect thereto there exists a Borrowing Base Deficiency, then the Borrower shall, within thirty(30) days following such occurrence, eliminate such Borrowing Base Deficiency from the Net Proceeds of such sale, lease, conveyance, disposition,transfer, termination or monetization. Nothing in this paragraph is intended to permit any Credit Party to sell Property other than pursuant to Section 9.12 ,and any such non-permitted sale will constitute a breach of this Agreement.

(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first , ratably to any ABR Borrowings thenoutstanding, and, second , to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each suchEurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Periodapplicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.

(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaidBorrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02 .

(d) No Premium or Penalty . Prepayments permitted or required under this Section 3.04 shall be without premium, penalty or other expense,except as required under Section 5.02 and Section 12.03 .

Section 3.05 Fees .

(a) Commitment Fees . The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shallaccrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the Commitment of such Lender during the periodfrom the date of this Agreement and to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March,June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitmentfees shall be computed on the basis of a year of 360 days, unless (and if applicable) such computation would exceed the Highest Lawful Rate, in which caseinterest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed(including the first day but excluding the last day).

(b) Letter of Credit Fees . The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee withrespect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable toEurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LCDisbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitmentterminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee,

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which shall accrue at the rate of 0.35% perannumon the average daily amount of the LC Exposure (excluding any portion thereof attributable tounreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of theCommitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any quarter, and(iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit orprocessing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and Decemberof each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement;provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand.Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees andfronting fees shall be computed on the basis of a year of 360 days, unless (and if applicable) such computation would exceed the Highest Lawful Rate, inwhich case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of dayselapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees . The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts andat the times separately agreed upon in writing between the Borrower and the Administrative Agent.

(d) Defaulting Lender Fees . Subject to Section 2.09 , the Borrower shall not be obligated to pay the Administrative Agent any DefaultingLender’s ratable share of the fees described in Section 3.05(a) and (b) for the period commencing on the day such Defaulting Lender becomes a DefaultingLender and continuing for so long as such Lender continues to be a Defaulting Lender.

ARTICLE IVPAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) Payments by the Borrower . The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, feesor reimbursement of LC Disbursements, or of amounts payable under Section 5.01 , Section 5.02 , Section 5.03 or otherwise) prior to 12:00 noon, NewYork City time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid,shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of theAdministrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All suchpayments shall be made to the Administrative Agent at its offices specified in Section 12.01 , except payments to be made directly to the Issuing Bank asexpressly provided herein and except that payments pursuant to Section 5.01 , Section 5.02 , Section 5.03 and Section 12.03 shall be made directly to thePersons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriaterecipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall beextended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of suchextension. All payments hereunder shall be made in dollars.

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(b) Application of Insufficient Payments . If at any time insufficient funds are received by and available to the Administrative Agent to payfully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first , towards paymentof interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to suchparties, and (ii) second , towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled theretoin accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) Sharing of Payments by Lenders . If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greaterproportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by anyother Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LCDisbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance withthe aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any suchparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchaseprice restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any paymentmade by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borroweror any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply); provided further that in the event that any DefaultingLender shall exercise any such right of setoff, counterclaim or other similar right (x) all amounts so set off shall be paid over immediately to theAdministrative Agent for further application in accordance with the provisions of Section 4.03 and, pending such payment, shall be segregated by suchDefaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, any Issuing Bank, and the Lenders, and (y) theDefaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to suchDefaulting Lender as to which it exercised such right of setoff. The Borrower consents to the foregoing and agrees, to the extent it may effectively do sounder applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-offand counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 4.02 Presumption of Payment by the Borrower . Unless the Administrative Agent shall have received notice from the Borrower prior to thedate on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make suchpayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance uponsuch assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made suchpayment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand theamount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to butexcluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the AdministrativeAgent in accordance with banking industry rules on interbank compensation.

Section 4.03 Disposition of Proceeds . The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of theAdministrative Agent for the benefit of the Secured Parties of all of the Borrower’s or each Guarantor’s interest in and to production and all proceedsattributable thereto which may be produced from or allocated to the Mortgaged Property. The Security

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Instruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and other obligations describedtherein and secured thereby. Notwithstanding the assignment contained in such Security Instruments or any other Loan Document, until the occurrence ofan Event of Default (and then, only during the continuance thereof), (a) the Administrative Agent and the Lenders agree that they will neither notify thepurchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, butthe Lenders will instead permit such proceeds to be paid to and used by the Borrower and its Restricted Subsidiaries and (b) the Lenders hereby authorizethe Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Restricted Subsidiaries.

ARTICLE VINCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY

Section 5.01 Increased Costs .

(a) Eurodollar Changes in Law . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for theaccount of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of thedefinition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or itsdeposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made bysuch Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining itsobligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise),then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred orreduction suffered.

(b) Capital Requirements . If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements hasor would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the IssuingBank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, orthe Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holdingcompany could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of suchLender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to suchLender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s orthe Issuing Bank’s holding company for any such reduction suffered; provided , however , no Lender or Issuing Bank shall claim, or be entitled to claim,from the Borrower the payment of any amount referred to in this Section 5.01(b) if it is not generally claiming similar compensation from other similarcustomers in similar circumstances.

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(c) Certificates . A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or theIssuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusiveabsent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within10 days after receipt thereof.

(d) Effect of Failure or Delay in Requesting Compensation . Failure or delay on the part of any Lender or the Issuing Bank to demandcompensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation;provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs orreductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change inLaw giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided furtherthat, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended toinclude the period of retroactive effect thereof.

Section 5.02 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of anInterest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than onthe last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in anynotice delivered pursuant hereto, (d) an increase in the Aggregate Maximum Credit Amounts pursuant to Section 2.06(c) on a day other than the last day ofthe Interest Period in respect of outstanding Eurodollar Borrowings or (e) the assignment of any Eurodollar Loan other than on the last day of the InterestPeriod applicable thereto as a result of a request by the Borrower pursuant to Section 5.04(b) , then, in any such event, the Borrower shall compensate eachLender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemedto include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount ofsuch Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to thelast day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been theInterest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which suchLender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in theeurodollar market.

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to theBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10days after receipt thereof.

Section 5.03 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall bemade without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faithdiscretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then theapplicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to therelevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable CreditParty shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable toadditional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction orwithholding been made.

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(b) Payment of Other Taxes by the Borrower . The Credit Parties shall pay to the relevant Governmental Authority in accordance withapplicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrower . The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after theBorrower’s receipt of written demand therefor and certificate hereinafter provided for, for the full amount of any Indemnified Taxes (including IndemnifiedTaxes imposed or asserted on or attributable to amounts payable under this Section 5.03 ) payable or paid by such Recipient or required to be withheld ordeducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or notsuch Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, aLender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower and shall be conclusiveabsent manifest error.

(d) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent forsuch Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with theprovisions of Section 12.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respectthereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount ofsuch payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes theAdministrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by theAdministrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d) .

(e) Evidence of Payments . As soon as practicable after any payment of Taxes by a Credit Party to a Governmental Authority pursuant to thisSection 5.03 , the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authorityevidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the AdministrativeAgent.

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any LoanDocument shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or reasonably requested by theBorrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by theBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, anyLender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law orreasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or

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not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding twosentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(f)(ii)(A) , (ii)(B) and(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to anymaterial unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on whichsuch Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower orthe Administrative Agent), executed originals of IRS Form W-9 (or any successor form) certifying that such Lender is exempt fromU.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (insuch number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lenderunder this Agreement (and from time to time thereafter at the time or times upon the reasonable request of the Borrower or theAdministrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party(x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E (orany successor form), as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS FormW-8BEN or W-8BEN-E (or any successor form), as applicable, establishing an exemption from, or reduction of, U.S. federalwithholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI (or any successor form);

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of theCode, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within themeaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax ComplianceCertificate ”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (or any successor form), as applicable; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or any successorform), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-8BEN (or any successor form), IRS FormW-8BEN-E (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3 ,IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable; providedthat if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming theportfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form ofExhibit H-4 on behalf of each such direct and indirect partner;

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(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (insuch number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lenderunder this Agreement (and from time to time thereafter at the time or times prescribed by applicable law or upon the reasonable requestof the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claimingexemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation asmay be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deductionrequired to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed byFATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained inSection 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at thetime or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, suchdocumentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additionaldocumentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and theAdministrative Agent to comply with their respective obligations under FATCA, to determine that such Lender has complied with suchLender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of thisclause (D) , “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) On or before the date that BMO (and any successor or replacement Administrative Agent) becomes the Administrative Agenthereunder, it shall deliver to the Borrower two duly executed originals of either (A) IRS Form W-9 (or any successor form) or (B) a U.S. branchwithholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Borrower to be treated as a U.S. Person (withrespect to amounts received on account of any Lender) and IRS Form W-8ECI (or any successor form) (with respect to amounts received on its ownaccount), with the effect that, in any case, the Borrower will be entitled to make payments hereunder to the Administrative Agent without withholding ordeduction on account of U.S. federal withholding Tax.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall updatesuch form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of anyTaxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03 ), itshall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5.03 with respectto the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than anyinterest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party,shall repay to such indemnified party the amount paid over pursuant to this Section 5.03(g) ( plus any penalties, interest or other charges imposed by therelevant Governmental Authority) in the event that such indemnified party is required to repay

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such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 5.03(g) , in no event will the indemnified party berequired to pay any amount to an indemnifying party pursuant to this Section 5.03(g) the payment of which would place the indemnified party in a lessfavorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had notbeen deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. ThisSection 5.03(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes thatit deems confidential) to the indemnifying party or any other Person.

(h) Defined Terms . For purposes of this Section 5.03 , the term “Lender” includes any Issuing Bank and the term “applicable law” includesFATCA.

Section 5.04 Mitigation Obligations; Replacement of Lenders .

(a) Designation of Different Lending Office . If (i) any Lender requests compensation under Section 5.01 , (ii) the Borrower is required to payany additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03 , or (iii) any Lender gives anotice pursuant to Section 5.05 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loanshereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, suchdesignation or assignment (1) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03 , as the case may be, in the future, oreliminate the need for the notice pursuant to Section 5.05 , as applicable, and (2) would not subject such Lender to any unreimbursed cost or expense andwould not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender inconnection with any such designation or assignment.

(b) Replacement of Lenders . If (i) any Lender (A) requests compensation under Section 5.01 or gives a notice pursuant to Section 5.05 , andin each case does not designate a different lending office or make an assignment as contemplated in Section 5.04(a) , or (B) is unable to provide or maintainEurodollar Loans as set forth in Section 3.03 , (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 5.03 , (iii) any Lender becomes a Defaulting Lender hereunder, or (iv) if any Lender is a Dissenting Lender,then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,without recourse (in accordance with and subject to the restrictions contained in Section 12.04(b) ), all its interests, rights and obligations under thisAgreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that(i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed,(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accruedinterest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accruedinterest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensationunder Section 5.01 or payments required to be made pursuant to Section 5.03 , such assignment will result in a reduction in such compensation orpayments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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Section 5.05 Illegality . Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicablelending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder, then (a) suchLender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall besuspended (the “ Affected Loans ”) until such time as such Lender may again make and maintain such Eurodollar Loans and (b) all Affected Loans whichwould otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and theAdministrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by suchLender in such notice) and, to the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which wouldotherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans.

ARTICLE VICONDITIONS PRECEDENT

Section 6.01 Effective Date . The obligations of the Lenders to effectuate this Agreement and to make Loans hereunder, and of the Issuing Bank toissue Letters of Credit hereunder, shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordancewith Section 12.02 ):

(a) The Administrative Agent, the Arrangers and the Lenders shall have received all fees and amounts agreed in writing and due and payable toeach of them on or prior to the Effective Date, and, to the extent invoiced at least two Business Days prior to the Effective Date, reimbursement or paymentof all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantorsetting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Borrower or such Guarantor toexecute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of theBorrower or such Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party and (z) who will, untilreplaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving noticesand other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorizedofficers, and (iv) the articles or certificate of incorporation and bylaws (or comparable organizational documents for any Credit Parties that are notcorporations) of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively relyon such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification andgood standing of the Borrower and each Guarantor, in each case, in their respective jurisdiction of organization and in any other jurisdiction in which theyown material Property.

(d) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by theAdministrative Agent) of this Agreement signed on behalf of such party.

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(e) The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal toits Maximum Credit Amount dated as of the date hereof.

(f) Subject to Section 8.17 , the Administrative Agent shall have received from each party thereto duly executed counterparts (in such numberas may be requested by the Administrative Agent) of the Security Instruments described on Exhibit E , including mortgages or amendments to existingmortgages such that the Administrative Agent shall be satisfied that such Security Instruments create first priority, perfected Liens (subject only to ExceptedLiens identified in clauses (a) to (d) , (f) , (i) and (j) of the definition thereof, but subject to the provisos at the end of such definition) on at least 85% of thetotal value of the Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated in the Initial Reserve Report.

(g) Subject to Section 8.17 , the Administrative Agent shall have received title information as the Administrative Agent may requiresatisfactory to the Administrative Agent setting forth the status of title to at least 85% of the value of the Proved Reserves of the Borrower and its RestrictedSubsidiaries evaluated in the Initial Reserve Report.

(h) The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate covering the matters described inSection 8.12(c) .

(i) The Administrative Agent shall have received an opinion of Baker Botts LLP, special counsel to the Borrower, in form and substancereasonably acceptable to the Administrative Agent.

(j) The Administrative Agent shall have received, and satisfactorily completed its review of, all due diligence information regarding the CreditParties as it shall have requested including, without limitation, information regarding litigation, tax matters, accounting matters, insurance matters, labormatters, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, contingent liabilities and otherlegal matters of the Borrower and its Subsidiaries.

(k) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower hasreceived all consents and approvals required by Section 7.03 .

(l) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a) .

(m) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties ofthe Borrower and its Restricted Subsidiaries (other than those being assigned, continued or released on or prior to the Effective Date or Liens permitted bySection 9.03 ) for each jurisdiction reasonably requested by the Administrative Agent.

(n) (i) To the extent requested at least two Business Days prior to the Effective Date, the Administrative Agent shall have received from theCredit Parties, to the extent requested by the Lenders or the Administrative Agent, all documentation and other information required by regulatoryauthorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (ii) to the extent theBorrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender thathas requested, in a written notice to the Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to theBorrower shall have received such Beneficial Ownership Certification.

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(o) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that attached thereto is (i) acopy of the certificate of merger with respect to the Merger filed with the Secretary of State of the State of Delaware and (ii) an executed copy of theMerger Agreement, together with all schedules, annexes and exhibits thereto, certified as complete and correct by a Responsible Officer of the Borrower.The Merger shall have been (or, substantially concurrently with the Effective Date, shall be) consummated in all material respects in accordance with theterms of the Merger Agreement. The Merger Agreement shall not have been amended or modified in any respect, or any provision or condition thereinwaived, or any consent granted thereunder, by any Credit Party, if such amendment, modification, waiver or consent would be material and adverse to theinterests of the Lenders (in their capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld,delayed or conditioned).

(p) The Administrative Agent shall have received such other documents as the Administrative Agent may reasonably request at least two(2) Business Days prior to the Effective Date.

Without limiting the generality of the provisions of Section 11.04 , for purposes of determining compliance with the conditions specified in thisSection 6.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, eachdocument or other matter required under this Section 6.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless theAdministrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto. All documents executed orsubmitted pursuant to this Section 6.01 by and on behalf of the Borrower or any of its Restricted Subsidiaries shall be in form and substance reasonablysatisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall beconclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credithereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02 ) at or prior to 2:00 p.m.,New York City time, on May 31, 2019 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Section 6.02 Each Credit Event . Other than with respect to any deemed Loan or Letter of credit as set forth in Section 2.02(e) , the obligation of eachLender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend anyLetter of Credit, is subject to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter ofCredit, as applicable, no Default or Borrowing Base Deficiency shall have occurred and be continuing.

(b) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shallbe true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letterof Credit, as applicable, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and asof the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations andwarranties shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representation andwarranty is qualified by materiality, such representation and warranty (as so qualified) shall continue to be true and correct in all respects.

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(c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit (or anamendment, extension or renewal of a Letter of Credit) in accordance with Section 2.08(b) , as applicable.

Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed toconstitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a) and (b) .

ARTICLE VIIREPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

Section 7.01 Organization; Powers . Each of the Borrower and the Restricted Subsidiaries is duly organized, validly existing and in good standingunder the laws of the jurisdiction of its organization, has all requisite corporate or equivalent power and authority, and has all material governmentallicenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in,and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses,authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability . The Transactions are within the Borrower’s and each Guarantor’s corporate or equivalent powers and havebeen duly authorized by all necessary corporate or equivalent and, if required, stockholder action (including, without limitation, any action required to betaken by any class of directors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of theTransactions). Each Loan Document to which the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and suchGuarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms,subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principlesof equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other actionby, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of theBorrower or any other Person) to be obtained or made by the Borrower or any Guarantor, nor is any such consent, approval, registration, filing or otheraction necessary for the validity or enforceability of any Loan Document against the Borrower or any Guarantor, as the case may be, or the consummationof the transactions by the Borrower or any Guarantor contemplated thereby, except such as have been obtained or made and are in full force and effect otherthan (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not madeor obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect onthe enforceability of the Loan Documents, (b) will not violate any law or regulation applicable to, or the charter, bylaws or other organizational documentsof, the Borrower or any Restricted Subsidiary or any order of any Governmental Authority applicable to the Borrower or any Restricted Subsidiary, (c) willnot result in a breach of, or default under, any indenture, financing agreement or other material instrument binding upon the Borrower or any RestrictedSubsidiary or any of their Proved Reserves or other material Properties (including, without limitation, any Permitted Unsecured Debt Document), or giverise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (d) will not result in the creation orimposition of any Lien on any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents).

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Section 7.04 Financial Condition; No Material Adverse Change .

(a) The Borrower has heretofore furnished to the Lenders (i) its audited balance sheet and related statements of income or operations,stockholders equity and cash flows as of and for the fiscal year ended December 31, 2017, reported on by Grant Thornton LLP (without a “going concern”or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements presentfairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for suchperiod in accordance with GAAP consistently applied, (ii) the audited consolidated financial statements of Blue Ridge and its consolidated subsidiaries forthe fiscal year ended December 31, 2017 reported on by BDO USA, LLP (without a “going concern” or like qualification or exception and without anyqualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financialcondition and results of operations of Blue Ridge and its consolidated subsidiaries as of such date and for such period in accordance with GAAPconsistently applied, (iii) the unaudited consolidated quarterly financial statements of each of the Borrower and its Consolidated Subsidiaries, and BlueRidge and its consolidated subsidiaries for the fiscal quarter ended September 30, 2018, (iv) the unaudited pro forma financial statements of combinedoperations of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the fiscal year ended December 31, 2017,as if the Merger had been consummated on January 1, 2017, (v) the unaudited pro forma statement of combined operations of the Borrower and itsConsolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the six months ended September 30, 2018, as if the Merger had beenconsummated on January 1, 2017 and (vi) the unaudited pro forma condensed combined balance sheet of the Borrower and its Consolidated Subsidiariesand Blue Ridge and its consolidated subsidiaries as of September 30 2018, as if the Merger had been consummated on September 30, 2018. Such financialstatements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its ConsolidatedSubsidiaries (or Blue Ridge and its consolidated subsidiaries, as the case may be) as of such dates and for such periods in accordance with GAAP, subject toyear-end audit adjustments, reclassifications and the absence of footnotes in the case of the unaudited quarterly financial statements.

(b) Since December 31, 2017, there has been no event, development or circumstance that has had or could reasonably be expected to have aMaterial Adverse Effect. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect isdisclosed in the Borrower’s consolidated audited balance sheet and related statements of income or operations, stockholders equity and cash flows for thefiscal year ended December 31, 2017. No event, development or circumstance that has had or could reasonably be expected to have a Material AdverseEffect is disclosed in the unaudited pro forma financial statements of combined operations of the Borrower and its Consolidated Subsidiaries and BlueRidge and its consolidated subsidiaries for the fiscal year ended December 31, 2017, as if the Merger had been consummated on January 1, 2017.

(c) On the date hereof, neither the Borrower nor any Restricted Subsidiary has any material Debt (including Disqualified Capital Stock) orcontingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized oranticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

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Section 7.05 Litigation .

(a) Except as set forth on Schedule 7.05 , there are no actions, suits, investigations or proceedings by or before any arbitrator or GovernmentalAuthority pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower or any Restricted Subsidiary (i) not fullycovered by insurance (except for normal deductibles), which if adversely determined, could reasonably be expected, individually or in the aggregate, toresult in a Material Adverse Effect, or (ii) that challenge the validity or enforceability of any Loan Document or any provisions thereof or the Transactions.

(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05 that, individually or in theaggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Section 7.06 Environmental Matters . Except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect:

(a) the Borrower and its Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute oflimitation periods have been, in compliance with all applicable Environmental Laws;

(b) the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations as currently conductedand each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of the Borrower or its Subsidiaries hasreceived any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked or that any application for any newEnvironmental Permit or renewal of any existing Environmental Permit will be protested or denied;

(c) there are no written claims or demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as apotentially responsible party) under, any applicable Environmental Laws that is pending or, to the Borrower’s knowledge, threatened against the Borroweror any Subsidiary or any of their respective Properties or as a result of any operations at such Properties;

(d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) siteson or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant toany comparable state law;

(e) there has been no Release or threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Propertiesexcept in compliance with Environmental Laws, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materialsrequired under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected byany Release or threatened Release of a Hazardous Material originating or emanating from any other real property;

(f) neither the Borrower nor any Subsidiary has received any written notice asserting an alleged liability or obligation under any applicableEnvironmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or released orthreatened to be released from any real properties offsite the Borrower’s or any Subsidiary’s Properties;

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(g) there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations andbusinesses of any of the Borrower’s or its Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages orcompensation; and

(h) the Borrower and its Subsidiaries have made available to the Lenders complete and correct copies of all environmental site assessmentreports, investigations, studies, analyses, and material correspondence on environmental matters (including matters relating to any alleged non-compliancewith or liability under Environmental Laws) that are in any of the Borrower’s or the Subsidiaries’ possession or control and or operations thereon.

Section 7.07 Compliance with the Laws and Agreements; No Defaults .

(a) Each of the Borrower and each Subsidiary is in compliance with all Governmental Requirements applicable to it or its Proved Reserves andother material Property and all agreements and other instruments binding upon it or such Property, and possesses all licenses, permits, franchises,exemptions, approvals and other governmental authorizations necessary for the ownership of such Property and the conduct of its business, except wherethe failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Borrower nor any Restricted Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration ofany applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Restricted Subsidiary to Redeemor make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or bywhich the Borrower or any Restricted Subsidiary or any of their Properties is bound.

(c) No Default or Borrowing Base Deficiency has occurred and is continuing.

Section 7.08 Investment Company Act . Neither the Borrower nor any Restricted Subsidiary is an “investment company” within the meaning of theInvestment Company Act of 1940, as amended.

Section 7.09 Taxes . Each of the Borrower and its Restricted Subsidiaries has timely (taking into account any applicable extensions available andpermitted under applicable law) filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid allTaxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower orsuch Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do socould not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its RestrictedSubsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien (other than anExcepted Lien) has been filed with respect to the Properties of the Borrower and the Restricted Subsidiaries and, to the knowledge of the Borrower, nowritten claim is being asserted by any Governmental Authority with respect to any material unpaid Tax that could give rise to any such Tax Lien.

Section 7.10 ERISA .

(a) The Borrower, its Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, theCode regarding each Plan.

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(b) Each Plan is, and has been, established and maintained in substantial compliance with its terms, ERISA and, where applicable, the Code.

(c) Except as would not reasonably be expected to result in a Material Adverse Effect, no ERISA Event has occurred or is reasonably expectedto occur.

(d) Except as would not reasonably be expected to result in a Material Adverse Effect, no act, omission or transaction has occurred which couldresult in imposition on the Borrower, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant tosubsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary dutyliability damages under section 409 of ERISA.

(e) Full payment when due has been made of all amounts which the Borrower, its Subsidiaries or any ERISA Affiliate is required under theterms of each Plan or applicable law to have paid as contributions to such Plan as of the date hereof.

Section 7.11 Disclosure; No Material Misstatements .

(a) The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions towhich it or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expectedto result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of theBorrower or any Restricted Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of thisAgreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information sofurnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only thatsuch information was prepared in good faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in anyReserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reportedtherein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and its Restricted Subsidiariesand production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that theBorrower and its Restricted Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

(b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification, if any,provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Section 7.12 Insurance . The Borrower has, and has caused all of its Restricted Subsidiaries to have, (a) all insurance policies sufficient for thecompliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts andagainst such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same ora similar business for the assets and operations of the Borrower and its Restricted Subsidiaries. The Administrative Agent and the Lenders have been namedas additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property lossinsurance.

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Section 7.13 Restriction on Liens . Neither the Borrower nor any of its Restricted Subsidiaries is a party to any material agreement or arrangement(other than agreements creating Liens permitted by Section 9.03(d) ), or subject to any order, judgment, writ or decree, which either restricts or purports torestrict its ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties on or in respect of their Properties (other than any suchProperties excluded from collateral herefor under the provisions of any Loan Document) to secure the Secured Obligations and the Loan Documents.

Section 7.14 Subsidiaries . Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish acopy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. EachRestricted Subsidiary on such schedule is a Wholly-Owned Subsidiary. Schedule 7.14 identifies each Subsidiary as either a Restricted Subsidiary or anUnrestricted Subsidiary.

Section 7.15 Location of Business and Offices . The Borrower’s jurisdiction of organization is the State of Delaware; the name of the Borrower aslisted in the public records of its jurisdiction of organization is Montage Resources Corporation; and the organizational identification number of theBorrower in its jurisdiction of organization is 5482186 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(j) in accordance with Section 12.01 ). The Borrower’s principal place of business and chief executive offices are located at the address specified inSection 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(j) and Section 12.01(c) ). Each Restricted Subsidiary’s jurisdiction oforganization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization,and the location of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant toSection 8.01(j) ).

Section 7.16 Properties; Titles, Etc .

(a) Subject to Immaterial Title Deficiencies, each of the Borrower and the Restricted Subsidiaries has good and defensible title to the Oil andGas Properties evaluated in the most recently delivered Reserve Report (except to the extent sold or transferred in a transaction not prohibited pursuant tothis Agreement after the date of such Reserve Report) and good title to all its personal Properties, in each case, free and clear of all Liens except Lienspermitted by Section 9.03 . After giving full effect to Immaterial Title Deficiencies and Excepted Liens, the Borrower or the Restricted Subsidiary specifiedas the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, andthe ownership of such Properties shall not in any material respect obligate the Borrower or such Restricted Subsidiary to bear the costs and expensesrelating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth inthe most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Restricted Subsidiary’s netrevenue interest in such Property.

(b) All material leases and agreements necessary for the conduct of the business of the Borrower and its Restricted Subsidiaries are valid andsubsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both wouldgive rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect.

(c) The rights and Properties presently owned, leased or licensed by the Borrower and its Restricted Subsidiaries including, without limitation,all easements and rights of way, include all rights and Properties necessary to permit the Borrower and its Restricted Subsidiaries to conduct their businessin all material respects in the same manner as its business has been conducted prior to the date hereof.

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(d) All of the Properties of the Borrower and its Restricted Subsidiaries which are reasonably necessary for the operation of their businesses arein good working condition, ordinary wear and tear excepted, and are maintained in accordance with prudent business standards for companies engaged inthe business of oil and gas exploration and production.

(e) The Borrower and each Restricted Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and otherintellectual Property material to its business, and the use thereof by the Borrower and such Restricted Subsidiary does not infringe upon the rights of anyother Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material AdverseEffect. The Borrower and its Restricted Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data,engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to thelimitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of theexploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Section 7.17 Maintenance of Properties . Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect,the Oil and Gas Properties (and Properties unitized therewith) of the Borrower and its Restricted Subsidiaries have been maintained, operated and developedin a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases orother contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of theBorrower and its Restricted Subsidiaries. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have aMaterial Adverse Effect, (i) no Oil and Gas Property of the Borrower or any Restricted Subsidiary is subject to having allowable production reduced belowthe full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible atthe time) and (ii) none of the producing Wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) of the Borrower or anyRestricted Subsidiary is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such Wells are, in fact, bottomedunder and are producing from the Oil and Gas Properties (or in the case of Wells located on Properties unitized therewith, such unitized Properties) of theBorrower or such Restricted Subsidiary. All pipelines, Wells, gas processing plants, platforms and other material improvements, fixtures and equipmentowned or controlled by the Borrower or any of its Restricted Subsidiaries that are necessary to conduct normal operations are being maintained in a stateadequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Borrower or any of its Restricted Subsidiaries,in a manner consistent with the Borrower’s or its Restricted Subsidiaries’ past practices (other than those the failure of which to maintain in accordance withthis Section 7.17 could not reasonably be expected to have a Material Adverse Effect).

Section 7.18 Gas Imbalances, Prepayments . Except as set forth on Schedule 7.18 or on the most recent certificate delivered pursuant to Section 8.12(c) , on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Borrower or any of its RestrictedSubsidiaries to deliver Hydrocarbons produced from their Oil and Gas Properties at some future time without then or thereafter receiving full paymenttherefor exceeding one-half bcf of gas (on an mcf equivalent basis) in the aggregate.

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Section 7.19 Marketing of Production . Except for contracts listed and in effect on the date hereof on Schedule 7.19 , and thereafter either disclosed inwriting to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrowerrepresents that it or its Restricted Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance withthe terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no materialagreements exist which are not cancelable on 60 days’ notice or less without penalty or detriment for the sale of production from the Borrower’s or itsRestricted Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the same are currentlybeing exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the datehereof.

Section 7.20 Swap Agreements and Eligible Contract Participant . Schedule 7.20 , as of the date hereof, and after the date hereof, each report requiredto be delivered by the Borrower pursuant to Section 8.01(d) , sets forth, a true and complete list of all Swap Agreements of the Borrower and eachRestricted Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), all creditsupport agreements (other than the Security Instruments) relating thereto (including any margin required or supplied thereunder) and the counterparty toeach such agreement. The Borrower is a Qualified ECP Guarantor.

Section 7.21 Use of Loans and Letters of Credit . The proceeds of the Loans and the Letters of Credit shall be used to provide working capital forexploration and production operations, for acquisitions of Oil and Gas Properties permitted hereunder, to consummate the Merger in accordance with theterms of the Merger Agreement and for general corporate, partnership or equivalent purpose, including to refinance Debt of the Borrower under the ExistingCredit Agreement. The Borrower and its Restricted Subsidiaries are not engaged principally, or as one of its or their important activities, in the business ofextending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or Xof the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or Xof the Board.

Section 7.22 Solvency . Immediately after giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect toamounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and theGuarantors on a consolidated basis will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomesabsolute and matures, (b) the Borrower and the Guarantors, taken as a whole, will not have incurred or intended to incur, and will not believe that they willincur, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash to be received by the Borrower and theGuarantors and the amounts to be payable on or in respect of their liabilities, and giving effect to amounts that could reasonably be received by reason ofindemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) the Borrower and the Guarantors, taken as awhole, will not have (and will have no reason to believe that they will have thereafter) unreasonably small capital for the conduct of the business in whichthey are engaged as such business is conducted as of the Effective Date and is proposed to be conducted after the Effective Date.

Section 7.23 Anti-Corruption Laws and Sanctions . The Borrower and its Subsidiaries have implemented and maintain in effect policies andprocedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacityas agent for the Borrower or its Subsidiaries) with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respectiveofficers and directors and to the knowledge of the

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Borrower its employees and agents (in their capacity as agent for the Borrower or its Subsidiaries), are in compliance with Anti-Corruption Laws andapplicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary, any of their respective directors, officers or employees, or (b) to theknowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilityestablished hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement willviolate any Anti-Corruption Law or applicable Sanctions.

ARTICLE VIIIAFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all otheramounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursementsshall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Section 8.01 Financial Statements; Other Information . The Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements . As soon as available, but in any event not later than ninety (90) days after the end of each fiscal year of theBorrower commencing with the fiscal year ending December 31, 2018 (or shorter period if as provided for by applicable law), audited consolidated balancesheet and related statements of income or operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case incomparative form the figures for the previous fiscal year, all reported on by Grant Thornton LLP or other independent public accountants of recognizednational standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) tothe effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrowerand its Consolidated Subsidiaries as of such fiscal year end on a consolidated basis in accordance with GAAP, applied on a basis consistent with theFinancial Statements except for changes in which the Borrower’s independent public accountants concur and which are disclosed to the AdministrativeAgent concurrently with the delivery of the financial statements required to be delivered pursuant to this Section 8.01(a) .

(b) Quarterly Financial Statements . As soon as available, but in any event not later than sixty (60) days after the end of each of the first threefiscal quarters of each fiscal year of the Borrower commencing with the fiscal quarter ending March 31, 2019 (or shorter period if as provided for byapplicable law), its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscalquarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of(or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all materialrespects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance withGAAP applied on a basis consistent with the Financial Statements except for changes in which the Borrower’s independent public accountants concur andwhich are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered pursuant to this Section 8.01(b), subject to normal year-end audit adjustments, reclassifications and the absence of footnotes.

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(c) Certificate of Financial Officer—Compliance . Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b) , a certificate of a Financial Officer in substantially the form of Exhibit D hereto (i) certifying as to whether a Default exists and, if a Default exists,specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations of the then-applicable financial ratios set forth in Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of(A) until the audited financial statements referred to in Section 8.01(a) are initially delivered pursuant to such Section, the Financial Statements, and(B) with respect to audited financial statements delivered after the date hereof pursuant to Section 8.01(a) , the most recently prepared audited financialstatements delivered pursuant to Section 8.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statementsaccompanying such certificate.

(d) Certificate of Financial Officer—Swap Agreements . Concurrently with the delivery of each Reserve Report hereunder, a certificate of aFinancial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of a recent date a true and complete list of allSwap Agreements of the Borrower and each Restricted Subsidiary which are in effect on such date, the material terms thereof (including the type, term,effective date, termination date and notional amounts or volumes), any new credit support agreements relating thereto not listed on Schedule 7.20 , anymargin required or supplied under any credit support document, and the counterparty to each such agreement and, if the Borrower has elected to begoverned by the percentage limitations set forth in clause (C) of Section 9.18(a)(i) for any part of the Specified Period, projections of production of crudeoil, natural gas and natural gas liquids from the Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties, calculated separately, by a FinancialOfficer of the Borrower for each month during the Specified Period.

(e) Certificate of Insurer—Insurance Coverage . Concurrently with any delivery of financial statements under Section 8.01(a) , a certificate ofinsurance coverage from each insurer with respect to the insurance required by Section 8.07 , in form and substance customarily obtained from, andprovided by, insurers or their agents for these purposes, and, if reasonably requested by the Administrative Agent or any Lender, all copies of the applicablepolicies.

(f) Other Accounting Reports . Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any of itsRestricted Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower orany such Restricted Subsidiary which results in, or could reasonably be expected to result in, a Material Adverse Effect, and a copy of any response by theBorrower or any such Restricted Subsidiary, or the board of directors (or comparable governing body) of the Borrower or any such Restricted Subsidiary, tosuch letter or report.

(g) Notices Under Material Instruments . Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished toor by the Borrower or any Restricted Subsidiary pursuant to the terms of any preferred stock designation, indenture (other than the 2015 Indenture), loan orcredit or other similar agreement to which any of them is a party, other than any Loan Document and not otherwise required to be furnished to the Lenderspursuant to any other provision of this Section 8.01 .

(h) Notice of Sales of Oil and Gas Properties . In the event the Borrower or any Restricted Subsidiary intends to sell, transfer, assign orotherwise dispose of any Proved Reserves or any Equity Interests in any Restricted Subsidiary in accordance with Section 9.12 , reasonable prior writtennotice (and in any event not less than five Business Days’ prior notice or such shorter period of time as determined by the Administrative Agent in its solediscretion) of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent orany Lender.

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(i) Notice of Casualty Events . Prompt written notice, and in any event within three Business Days, after the occurrence of any Casualty Eventor the commencement of any action or proceeding of which the Borrower has knowledge and that could reasonably be expected to result in a CasualtyEvent.

(j) Information Regarding the Borrower and Guarantors . Prompt written notice (and in any event within thirty (30) days prior thereto or suchshorter period as agreed by the Administrative Agent and the Borrower which permits the Administrative Agent to take timely any applicable required stepsor action) of any change (i) in the Borrower or any Guarantor’s corporate name, (ii) in the location of the Borrower or any Guarantor’s chief executiveoffice or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person isincorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in suchjurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number.

(k) Notices of Certain Changes . Promptly, but in any event within five (5) Business Days after the execution thereof, copies of anyamendment, modification or supplement to the certificate or articles of incorporation, bylaws, certificate or articles of organization, regulations, anypreferred stock designation or any other governance document of the Borrower or any Guarantor.

(l) Certificate of Financial Officer—Consolidating Information . If, at any time, the Borrower has designated as an Unrestricted Subsidiary anyof its Subsidiaries that is not an Immaterial Subsidiary (or that, taken together with all other Unrestricted Subsidiaries), then concurrently with any deliveryof financial statements under Section 8.01(a) or Section 8.01(b) , a certificate of a Financial Officer setting forth consolidating spreadsheets that show thefinancial condition and results of such Unrestricted Subsidiaries of the Borrower in such form as would be presentable to the auditors of the Borrower.

(m) Permitted Unsecured Debt . Promptly, but in any event within five (5) Business Days after (i) such delivery, copies of any financial report(other than any reports that are substantially similar to those required by this Agreement) or notice required to be delivered to any holder of PermittedUnsecured Debt, pursuant to the Permitted Unsecured Debt Documents, which report or notice has not been delivered to the Lenders hereunder or(ii) receipt by the Borrower, copies of any notice of default or notice requiring repurchase, in whole or in part, of any notes issued under any PermittedUnsecured Debt Document, sent by any holder of Permitted Unsecured Debt pursuant to the terms of any Permitted Unsecured Debt Document.

(n) SEC and Other Filings; Reports to Shareholders . Promptly after the same become publicly available, copies of all periodic and otherreports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributedby the Borrower to its shareholders generally, as the case may be.

(o) Other Requested Information . Promptly following any request therefor, (i) such other information regarding the operations, business affairsand financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filedwith respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the AdministrativeAgent or any Lender may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lendernecessary to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and theBeneficial Ownership Regulation.

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Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and, if so delivered, shall be deemed to have been deliveredon the date (i) on which such materials are publicly available as posted by or at the Borrower’s direction on the Electronic Data Gathering, Analysis andRetrieval system (EDGAR) or any successor system; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranetwebsite, if any, to which each Lender and the Administrative Agent have access (whether the Borrower’s website or any other commercial, third-partywebsite or whether made available by the Administrative Agent); provided , that the Borrower shall notify the Administrative Agent (by telecopier orelectronic mail) of the posting of any such documents. Each Lender shall be solely responsible for timely accessing posted documents.

Section 8.02 Notices of Material Events . The Borrower will furnish to the Administrative Agent and each Lender prompt (and in any event withinfive (5) Business Days after the Borrower’s knowledge of the occurrence thereof) written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit, proceeding, investigation or arbitration by or before any arbitrator or GovernmentalAuthority against or affecting the Borrower or any Restricted Subsidiary not previously disclosed in writing to the Lenders or any material adversedevelopment in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adverselydetermined, could reasonably be expected to result in liability in excess of the Threshold Amount, not fully covered by insurance, subject to normaldeductibles;

(c) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and

(d) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change tothe list of beneficial owners identified in such certification.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event ordevelopment requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 8.03 Existence; Conduct of Business . The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all thingsnecessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to theconduct of the businesses of each of the Borrower and the Restricted Subsidiaries and maintain, if necessary, its qualification to do business in each otherjurisdiction in which its Oil and Gas Properties are located or the ownership of its Properties requires such qualification, except where the failure to soqualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation,liquidation, dissolution or other transaction permitted under Section 9.11 or Section 9.12 .

Section 8.04 Payment of Obligations . The Borrower will, and will cause each Restricted Subsidiary to, pay its obligations, including Tax liabilities ofthe Borrower and all of its Restricted Subsidiaries, before the same shall become delinquent or in default, except where (a) the validity or amount thereof isbeing contested in good faith by appropriate proceedings and the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves withrespect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effector result in the seizure or levy of any material Property of the Borrower or any Restricted Subsidiary.

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Section 8.05 Performance of Obligations under Loan Documents . The Borrower will pay the Notes according to the reading, tenor and effect thereof,and the Borrower will, and will cause each Restricted Subsidiary to, do and perform every act and discharge all of the obligations to be performed anddischarged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

Section 8.06 Operation and Maintenance of Properties . The Borrower will, and will cause each Restricted Subsidiary to:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to beoperated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreementsand in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and allapplicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of itsOil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to so operate andcomply could not reasonably be expected to have a Material Adverse Effect;

(b) maintain and keep in good working order (ordinary wear and tear excepted) all of its Proved Reserves and other Properties material to theconduct of its business, including, without limitation, all of such equipment, machinery and facilities;

(c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties,expenses and indebtedness accruing under the leases or other agreements that are material to the conduct of its business and affecting or pertaining to itsProved Reserves and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or defaultthereunder;

(d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, theobligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Proved Reserves andother Properties that are material to the conduct of its business; and

(e) to the extent the Borrower is not the operator of any Hydrocarbon Interests in which it owns an interest, the Borrower shall usecommercially reasonable efforts to cause the operator to attempt to comply with this Section 8.06 in respect to such Hydrocarbon Interests to the extent thatthe Borrower has knowledge that such operator is not doing so in all material respects.

Section 8.07 Insurance . The Borrower will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurancecompanies, insurance (a) in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businessesoperating in the same or similar locations and (b) in accordance with all Governmental Requirements. The loss payable clauses or provisions in saidinsurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as itsinterests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer willendeavor to give at least thirty (30) days prior notice of any cancellation to the Administrative Agent.

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Section 8.08 Books and Records; Inspection Rights . The Borrower will, and will cause each Restricted Subsidiary to, keep proper books of recordand account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities, in each case, to theextent required in accordance with GAAP. The Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by theAdministrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books andrecords, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often asreasonably requested ( provided that if the Administrative Agent, any Lender or their respective representatives conduct more than one (1) such inspectionduring any twelve-month period, any expenses incurred by the Administrative Agent, such Lender or their respective representatives for such inspections(other than the first such inspection during such period by such Person) shall be borne by such Person if an Event of Default does not then exist), and ineach case, except for such records and affairs that are subject to contractual confidentiality restrictions or attorney-client privilege.

Section 8.09 Compliance with Laws . The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of anyGovernmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expectedto result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by theBorrower, its Subsidiaries and their respective directors, officers, employees and agents (in their capacity as agent for the Borrower or its Subsidiaries) withAnti-Corruption Laws and applicable Sanctions.

Section 8.10 Environmental Matters .

(a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’sProperties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material AdverseEffect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under,about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or anyof its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably beexpected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, ifany, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecuteto completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation,monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “ Remedial Work ”) in the eventany Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or futureRelease or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure tocommence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries toconduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably beexpected to form the basis for a claim for damages or compensation, which claim for damages or compensation could reasonably be expected to result in aMaterial Adverse Effect; and (vi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may benecessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fullysatisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

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(b) The Borrower will promptly, but in no event later than five (5) Business Days after the Borrower obtains knowledge thereof, notify theAdministrative Agent and the Lenders in writing of any written, threatened action, investigation or inquiry by any Governmental Authority or any written,threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connectionwith any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate)in excess of the Threshold Amount, not fully covered by insurance, subject to normal deductibles.

(c) The Borrower will, and will cause each Subsidiary to, provide environmental assessments, audits and tests in accordance with the mostcurrent version of the American Society of Testing Materials standards upon the reasonable request by the Administrative Agent and the Lenders and nomore than once per year in the absence of any Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Lenders by anyGovernmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties.

Section 8.11 Further Assurances .

(a) The Borrower will, and will cause each Restricted Subsidiary to, promptly execute and deliver to the Administrative Agent all such otherdocuments, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditionsprecedent, covenants and agreements of the Borrower or any Restricted Subsidiary, as the case may be, in the Loan Documents, including the Notes, or tofurther evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in this Agreement or theSecurity Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement orany of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessaryor appropriate, in the sole discretion of the Administrative Agent, in connection therewith.

(b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendmentsthereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Guarantor where permitted by law. Acarbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Mortgaged Property or any part thereof shallbe sufficient as a financing statement where permitted by law. The Borrower acknowledges and agrees that any such financing statement may describe thecollateral as “all assets” of the applicable Credit Party or words of similar effect as may be required by the Administrative Agent.

Section 8.12 Reserve Reports .

(a) On or before March 1st and September 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a ReserveReport evaluating the Oil and Gas Properties constituting Proved Reserves of the Borrower and its Restricted Subsidiaries as of the immediately precedingJanuary 1st and July 1st that the Borrower desires to have included in the calculation of the Borrowing Base. In addition, on or before any December 1st orJune 1st, as applicable, immediately preceding any Optional Scheduled Redetermination Date, the Borrower shall furnish to the Administrative Agent andthe Lenders a Reserve Report evaluating the Oil and Gas Properties that constitute Proved Reserves of the Borrower and its Restricted Subsidiaries with an“as of” date that is three months prior to the applicable Optional Scheduled Redetermination Date (or otherwise reasonably

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acceptable to the Administrative Agent) that the Borrower desires to have included in the calculation of the Borrowing Base. The Reserve Report as ofJanuary 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report required hereunder shall beprepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate in all materialrespects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report.

(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Reportprepared by or under the supervision of the chief engineer of the Borrower or its Subsidiaries who shall certify such Reserve Report to be true and accuratein all material respects and to have been prepared in accordance with the procedures used in the immediately preceding January 1 Reserve Report. For anyInterim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b) , the Borrower shall provide such ReserveReport with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than forty-five (45) days following thereceipt of such request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders (i) a certificate from aResponsible Officer certifying that in all material respects: (A) the information contained in the Reserve Report and any other information delivered inconnection therewith is true and correct and is based on information prepared in good faith based on assumptions believed to be reasonable at the time,(B) subject to Immaterial Title Deficiencies, the Borrower or its Restricted Subsidiaries owns good and defensible title to the Proved Reserves of theBorrower and its Restricted Subsidiaries evaluated in such Reserve Report and such Properties are free of all Liens except for Excepted Liens and Lienssecuring the Secured Obligations, (C) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or otherprepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which wouldrequire the Borrower or any Restricted Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some futuretime without then or thereafter receiving full payment therefor, (D) none of their Oil and Gas Properties constituting Proved Reserves have been sold sincethe date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such Oil and GasProperties sold and in such detail as reasonably required by the Administrative Agent, (E) attached to the certificate is a list of all marketing agreementsentered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected tohave been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof and (F) attached thereto is a schedule of the Oil and GasProperties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of the Oil and Gas Propertiesevaluated in such Reserve Report that the value of such Mortgaged Properties represent in compliance with Section 8.14(a) , and (ii) a report setting forth,for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at whichsuch sales were made and the revenues derived from such sales) for each such calendar month from the Proved Reserves of the Borrower and its RestrictedSubsidiaries, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for eachsuch calendar month. In addition, the Borrower shall provide to the Administrative Agent a report referred to in the foregoing clause (ii) upon thereasonable request of the Administrative Agent, provided that the Administrative Agent may not request such a report more than two times in any12-month period.

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Section 8.13 Title Information .

(a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a) , commencingwith the Reserve Report required to be delivered on or prior to March 1, 2019, subject to Section 8.17 , the Borrower will deliver title information in formand substance reasonably requested by the Administrative Agent pursuant to generally accepted exploration and production industry considerations, andcovering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, sothat the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory titleinformation on at least 85% of the value of the Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated by such Reserve Report.

(b) If the Borrower has provided title information for additional Properties under Section 8.13(a) , the Borrower shall, within 60 days afternotice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects orexceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptableMortgaged Properties with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e) , (g) and (h) of suchdefinition) having an aggregate equivalent value or (iii) deliver title information in form and substance reasonably requested by the Administrative Agent sothat the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory titleinformation on at least 85% of the value of the Proved Reserves of the Borrower and its Restricted Subsidiaries evaluated by such Reserve Report.

(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day periodor the Borrower does not comply with the requirements to provide acceptable title information covering 85% of the value of the Proved Reserves of theBorrower and its Restricted Subsidiaries evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the AdministrativeAgent and/or the Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to soexercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders: such unacceptableMortgaged Property shall not count towards the 85% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that thethen outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with therequirement to provide acceptable title information on 85% of the value of the Proved Reserves of the Borrower and its Restricted Subsidiaries. This newBorrowing Base shall become effective immediately after receipt of such notice.

Section 8.14 Collateral and Guaranty Agreements .

(a) In connection with each redetermination of the Borrowing Base, commencing with the first redetermination occurring after the expiration ofthe time period set forth in Section 8.17, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c) ) to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Proved Reserves of the Borrower and its RestrictedSubsidiaries, as evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions,dispositions and production. In the event that the Mortgaged Properties do not represent at least such percentage of the total value of Proved Reserves as setforth in the foregoing sentence, then the Borrower shall, or shall cause one or more of its Restricted Subsidiaries to, grant, within thirty (30) days of deliveryof the certificate required under Section 8.12(c) , to the Administrative Agent as security for the Secured Obligations a first-priority Lien ( provided thatExcepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of suchdefinition) on additional Oil and Gas Properties of the Credit Parties which constitute Proved Reserves not already subject to a Lien of the SecurityInstruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of the total value of the Proved Reserves of theBorrower and its Restricted Subsidiaries in accordance with the first sentence of this Section 8.14(a) .

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(b) In the event that (i) the Borrower creates or acquires any Domestic Subsidiary that is not an Immaterial Subsidiary (or any DomesticSubsidiary that is currently an Immaterial Subsidiary ceases to be an Immaterial Subsidiary for any reason) or (ii) any Domestic Subsidiary incurs orguarantees any Debt (including, without limitation, any Permitted Unsecured Debt), the Borrower shall promptly cause such Restricted Subsidiary toexecute and deliver the Guarantee and Collateral Agreement (or a supplement thereto, as applicable) pursuant to which such Domestic Subsidiary shallguarantee the Secured Obligations. In connection with any such guaranty, the Credit Party that owns the Equity Interests in any such new DomesticSubsidiary shall execute and deliver a Guarantee and Collateral Agreement (or a supplement thereto, as applicable) pursuant to which such Credit Party willpledge all of its Equity Interests in such new Domestic Subsidiary to secure the Secured Obligations. In connection with the foregoing, the Credit Partiesshall (i) deliver original stock certificates, if any, evidencing the Equity Interests of such new Domestic Subsidiary, together with an appropriate undatedstock powers for each certificate duly executed in blank by the registered owner thereof and (ii) execute and deliver such other additional closingdocuments, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

(c) Notwithstanding any provision in any of the Loan Documents to the contrary, no Building (as defined in the applicable Flood InsuranceRegulations) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulations) owned by any Credit Party included in theMortgaged Property and no Building or Manufactured (Mobile) Home shall be encumbered by any Security Instrument; provided , that (A) the applicableCredit Party’s interests in all lands and Hydrocarbons situated under any such Building or Manufactured (Mobile) Home shall, to the extent otherwiserequired hereunder, be included in the Mortgaged Property and shall, to the extent otherwise required hereunder, be encumbered by the Security Instrumentsand (B) the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, permit to exist any Lien on any Building or Manufactured (Mobile)Home except Excepted Liens or Liens of a similar nature.

(d) All Liens required to be created by Section 8.14(a) will be created and perfected by and in accordance with the provisions of deeds of trust,security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agentand in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, ifany Restricted Subsidiary grants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Restricted Subsidiary is not a Guarantor, then itshall become a Guarantor and comply with Section 8.14(b) .

(e) The Borrower hereby guarantees the payment of all Secured Obligations of each Credit Party (other than the Borrower) and absolutely,unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Credit Party (other than theBorrower) in order for such Credit Party to honor its obligations under its respective Guarantee and Collateral Agreement and other Security Instrumentsincluding obligations with respect to Swap Agreements ( provided , however , that the Borrower shall only be liable under this Section 8.14(e) for themaximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.14(e) , or otherwise under thisAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulenttransfer, and not for any greater amount). The obligations of the Borrower under this Section 8.14(e) shall remain in full force and effect until the SecuredObligations are Paid In Full In Cash. The Borrower intends that this Section 8.14(e) constitute, and this Section 8.14(e) shall be deemed to constitute, a“keepwell, support, or other agreement” for the benefit of each Credit Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of theCommodity Exchange Act.

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Section 8.15 ERISA . The Borrower will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to theAdministrative Agent (a) promptly following any request therefor, copies of each annual and other report with respect to each Plan or any trust createdthereunder filed with the United Stated Department of Labor or the Internal Revenue Service, (b) promptly upon becoming aware of the occurrence of anynon-exempt “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust createdthereunder which can reasonably be expected to result in material liability, a written notice signed by the President or the principal Financial Officer, theSubsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Subsidiary or the ERISA Affiliate istaking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Laborwith respect thereto and (c) promptly upon the closing of a transaction under which the Borrower, any of the Subsidiaries or an ERISA Affiliate acquires, orassumes an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, (x) any employee welfarebenefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of suchentities, that may not be terminated by such entities in their sole discretion at any time without any material liability, or (y) any employee pension benefitplan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code, a written notice signed bythe President or the principal Financial Officer, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature of such transaction anddetails thereof as may be reasonably requested by the Administrative Agent.

Section 8.16 Unrestricted Subsidiaries . The Borrower:

(a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner(including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors andpotential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that eachUnrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries;

(b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of theUnrestricted Subsidiaries;

(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary; and

(d) will not permit any Unrestricted Subsidiary to have any Debt other than Non-Recourse Debt.

Section 8.17 Post-Closing Obligations . As soon as commercially reasonable following the Effective Date but in no event later than 90 days followingthe Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), the Credit Parties shall (a) deliver titleinformation with respect to the Oil and Gas Properties acquired by the Borrower or any Restricted Subsidiary in connection with the Merger and thenowned, at the time of such delivery, by Blue Ridge or any of its subsidiaries, in each case to the extent necessary to satisfy Section 8.13 (without givingeffect to the requirements in Section 8.13 regarding timing of delivery), (b) grant to the Administrative Agent as security for the Secured Obligations afirst-priority Lien (provided that Excepted Liens of the type

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described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and GasProperties of the Credit Parties which constitute Proved Reserves not already subject to a Lien of the Security Instruments such that after giving effectthereto, the Mortgaged Properties will represent at least such percentage of the total value of Proved Reserves of the Borrower and its RestrictedSubsidiaries in accordance with the first sentence of Section 8.14(a) , (c) in connection with the satisfaction of the Borrower’s obligation in the immediatelyforegoing clause (b) , deliver a customary opinion of local counsel in each applicable jurisdiction to be agreed by the Borrower and the AdministrativeAgent and (d) in connection with the satisfaction of the Borrower’s obligation in Section 6.01(f) , deliver a customary opinion of local counsel in eachapplicable jurisdiction to be agreed by the Borrower and the Administrative Agent.

ARTICLE IXNEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all otheramounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall havebeen reimbursed, the Borrower covenants and agrees with the Lenders that:

Section 9.01 Financial Covenants .

(a) Ratio of Consolidated Total Funded Net Debt to EBITDAX . The Borrower will not, as of the last day of any fiscal quarter, commencingwith the quarter ending March 31, 2019, permit its ratio of Consolidated Total Funded Net Debt as of such day to EBITDAX for the four fiscal quartersending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available to be greater than4.00 to 1.00.

(b) Current Ratio . The Borrower will not permit, as of the last day of any fiscal quarter ending on or after March 31, 2019, its ratio of (i) (A)consolidated current assets (excluding non-cash assets under ASC 815) plus (without duplication) (B) the unused amount of the total Commitments (butonly to the extent that the Borrower is permitted to borrow such amount under the terms of this Agreement, including, without limitation, Section 6.02 ) to(ii) consolidated current liabilities (excluding non-cash obligations under ASC 815 and current maturities under this Agreement) to be less than 1.00 to 1.00.

Section 9.02 Debt . The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a) the Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes orother Secured Obligations arising under the Loan Documents;

(b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any PermittedRefinancing Debt thereof;

(c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts formake-up volumes on sales of gas, in each case incurred in the ordinary course of business;

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(d) (i) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 inaggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof;

(e) (i) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; providedthat such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof;

(f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the ordinary course of business in connection with theoperation of the Oil and Gas Properties;

(g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted bySection 9.05 ; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the SecuredObligations on terms set forth in the Guarantee and Collateral Agreement.

(h) endorsements of negotiable instruments for collection in the ordinary course of business;

(i) Permitted 2015 Bond Debt and any Permitted Refinancing Debt thereof;

(j) Permitted Unsecured Debt issued after the Effective Date in an aggregate outstanding principal amount not to exceed $200,000,000; and

(k) other Debt not to exceed the greater of (i) $20,000,000 and (ii) 5% of the Borrowing Base in effect as of the date of incurrence in theaggregate at any time outstanding.

Section 9.03 Liens . The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on anyof its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Secured Obligations;

(b) Excepted Liens;

(c) Liens securing Capital Leases and Purchase Money Indebtedness permitted by Section 9.02(d) but only on the Property under lease or theProperty purchased, constructed or improved with such Purchase Money Indebtedness (including all accessions and improvements thereto, all insurancetherefor and all proceeds thereof); and

(d) Liens securing Debt permitted by Section 9.02(e) but only on the Property purchased, constructed or improved with such Debt (includingall accessions and improvements thereto, all insurance therefor and all proceeds thereof);

(e) Liens on Property of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in Schedule 9.03 ;

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(f) Liens securing any Permitted Refinancing Debt incurred pursuant to Section 9.02(b) to refinance Debt that was previously so secured, to theextent (i) such Liens are otherwise not prohibited by Section 9.02(b) and (ii) any such Permitted Refinancing Debt is not secured by any additional ordifferent Property or classes or types of Property (including all accessions and improvements thereto, all insurance therefor and all proceeds thereof) notsecuring the Refinanced Debt;

(g) Liens on the Capital Stock of any Unrestricted Subsidiary to the extent securing Indebtedness of Unrestricted Subsidiaries; and

(h) other Liens securing obligations the outstanding principal amount of which does not exceed the greater of (i) $20,000,000 and (ii) 5% of theBorrowing Base in effect as of the date of incurrence in the aggregate at any time outstanding.

Notwithstanding the foregoing, none of the Liens permitted by this Section 9.03 (other than Liens securing the Secured Obligations and ExceptedLiens) may attach at any time to any Oil and Gas Property or any other Mortgaged Property.

Section 9.04 Dividends and Distributions; Redemptions of Permitted Unsecured Debt .

(a) Restricted Payments . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay ormake, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay Restricted Payments with respect to its Equity Interestspayable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries may declare and pay RestrictedPayments ratably with respect to their Equity Interests, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock optionplans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries and (iv) other Restricted Payments, provided that(A) no Default, Event of Default or Borrowing Base Deficiency then exists or would result therefrom, (B) the Total Commitments Utilization Percentage isless than 80% immediately before and immediately after giving effect to such Restricted Payment, and (C) either (x) the ratio of Consolidated Total FundedNet Debt as of the date of (and after giving effect to) the making of such Restricted Payment to EBITDAX for the four fiscal quarters ending on the last dayof the fiscal quarter immediately preceding the date of the making of such Restricted Payment for which financial statements are available does not exceed3.00 to 1.00 or (y) if the Borrower is not in such compliance, the aggregate amount of all such Restricted Payments made since the Effective Date pursuantto this clause (y) does not exceed the greater of (I) $25,000,000 and (II) 5% of the Borrowing Base in effect as of the date of the making of such RestrictedPayment.

(b) Redemptions of Permitted Unsecured Debt . The Borrower will not, and will not permit any Restricted Subsidiary to, prior to the date that is365 days after the Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem(whether in whole or in part) the Permitted Unsecured Debt; provided that the Borrower may (i) refinance, in whole or in part, Permitted Unsecured Debtwith Permitted Refinancing Debt and (ii) so long as such Redemption occurs substantially contemporaneously with (and in any event within 5 BusinessDays following) such issuance of Equity Interests, Redeem, in whole or in part, Permitted Unsecured Debt with the net cash proceeds of any issuance ofEquity Interests by the Borrower (other than Disqualified Capital Stock).

Section 9.05 Investments, Loans and Advances . The Borrower will not, and will not permit any Restricted Subsidiary to, make or permit to remainoutstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) Investments as of the Effective Date which are disclosed to the Lenders in Schedule 9.05 ;

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(b) accounts receivable arising in the ordinary course of business, or any receivable or discount that the Borrower or any Restricted Subsidiaryis permitted to sell or make under Section 9.10 ;

(c) direct obligations of (or obligations guaranteed by) (i) the United States or any state or commonwealth of the United States or (ii) anyagency, political subdivision, or public instrumentality of any of the foregoing which, at the time of acquisition, having a debt rating of at least A- (or thenequivalent rating) from S&P or A3 (or then equivalent rating) from Moody’s, in each case maturing within one year from the date of acquisition thereof;

(d) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the UnitedStates government ( provided , that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more thanone year from the date of acquisition thereof;

(e) commercial paper maturing within one year from the date of acquisition thereof having one of the two highest ratings obtainable by S&P orMoody’s;

(f) deposits, including certificates of deposit, demand deposits, eurodollar time deposits, bankers acceptances and overnight bank deposits,maturing within one year from the date of acquisition thereof with, including certificates of deposit issued by (i) any Lender, (ii)any office located in theUnited States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus andundivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short termdeposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively or (iii) any Cayman Islands orsimilar offshore jurisdiction location of a bank or trust company referred to in clause (ii) (so long as such deposits are maintained in an account that is underthe “control” (as defined in the UCC) of the Administrative Agent in accordance with the Guarantee and Collateral Agreement);

(g) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (c) , (d) and (f) above entered into with any financial institution meeting the qualifications specified in clause (f) above;

(h) deposits in money market funds investing at least 95% in Investments described in clauses (c) through (g) above;

(i) Investments (i) made by the Borrower in or to any Guarantors, (ii) made by Restricted Subsidiary in or to the Borrower or any otherGuarantor or (iii) among Restricted Subsidiaries that are not Credit Parties;

(j) Investments consisting of Swap Agreements to the extent permitted by Section 9.18 ;

(k) Investments in Unrestricted Subsidiaries (i) existing on the Effective Date and set forth on Schedule 7.14 and (ii) made after the EffectiveDate, provided that, with respect to Investments made pursuant to this clause (ii) , (A) no Default, Event of Default or Borrowing Base Deficiency thenexists or would result therefrom, (B) either (x) the ratio of Consolidated Total Funded Net Debt as of the

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date of (and after giving effect to) the making of such Investment to EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarterimmediately preceding the date of the making of such Investment for which financial statements are available does not exceed 3.00 to 1.00 or (y) theaggregate outstanding amount ( i.e.the amount of such Investments (valued at the time made) made pursuant to this clause (y) less the aggregate amount ofcash payments received after the Effective Date by the Borrower or its Restricted Subsidiaries in respect of returns of capital associated with suchInvestments) does not exceed the greater of (I) $25,000,000 and (II) five percent (5%) of the Borrowing Base then in effect, and (C) the Total CommitmentsUtilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment;

(l) loans or advances to employees of the Borrower or any Restricted Subsidiary made in the ordinary course of business of the Borrower orsuch Restricted Subsidiary in an aggregate principal amount not to exceed at any one time outstanding the greater of (i) $500,000 and (ii) two and one halfpercent (2.5%) of the Borrowing Base then in effect; and

(m) other Investments, provided that (i) no Default, Event of Default or Borrowing Base Deficiency then exists or would result therefrom,(ii) either (A) the ratio of Consolidated Total Funded Net Debt as of the date of (and after giving effect to) the making of such Investment to EBITDAX forthe four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of the making of such Investment for which financialstatements are available does not exceed 3.00 to 1.00 or (B) the aggregate outstanding amount ( i.e.the amount of such Investments (valued at the timemade) made pursuant to this clause (B) less the aggregate amount of cash payments received after the Effective Date by the Borrower or its RestrictedSubsidiaries in respect of returns of capital associated with such Investments) does not exceed the greater of (I) $25,000,000 and (II) five percent (5%) ofthe Borrowing Base then in effect and (iii) the Total Commitments Utilization Percentage is less than 80% immediately before and immediately after givingeffect to such Investment.

Section 9.06 Nature of Business; No International Operations . The Borrower will not, and will not permit any Restricted Subsidiary to, allow anymaterial change to be made in the character of their businesses, taken as a whole, as an independent oil and gas exploration and production company. Fromand after the date hereof, the Borrower and its Domestic Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital,operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States. The Borrower shallat all times remain organized under the laws of the United States of America or any State thereof or the District of Columbia.

Section 9.07 Limitation on Leases . The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to existany obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases, compressor leases andleases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and itsRestricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, toexceed in any period of twelve consecutive calendar months during the life of such leases the lesser of (a) $20,000,000 and (b) five percent (5%) of theBorrowing Base then in effect.

Section 9.08 Proceeds of Loans and Letters of Credit . The Borrower will not permit the proceeds of the Loans or Letters of Credit to be used for anypurpose other than those permitted by Section 7.21 . Neither the Borrower nor any Person acting on behalf of the Borrower will take any action whichcould cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the SecuritiesExchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the

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Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with therequirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Borrowerwill not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors,officers, employees and agents (in their capacity as agent for the Borrower or its Subsidiaries) shall not use, the proceeds of any Borrowing or Letter ofCredit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Personin violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with anySanctioned Person, or in any Sanctioned Country, in violation of Sanctions or (c) in any manner that would result in the material violation of any Sanctionsapplicable to any party hereto.

Section 9.09 ERISA Compliance . The Borrower will not, and will not permit any Subsidiary to, at any time:

(a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Borrower, a Subsidiary or any ERISAAffiliate could reasonably be expected to be subjected to either a material civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 ofERISA or a material tax imposed by Chapter 43 of Subtitle D of the Code; and

(b) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all material amounts which, under the provisions ofany Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto.

Section 9.10 Sale or Discount of Receivables . Except for receivables obtained by the Borrower or any Restricted Subsidiary out of the ordinarycourse of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accountsreceivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not inconnection with any financing transaction, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of itsnotes receivable or accounts receivable.

Section 9.11 Mergers, Etc . The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or with or consolidate with any otherPerson, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in aseries of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) or liquidate or dissolve (anysuch transaction, a “ consolidation ”); provided that (a) any Restricted Subsidiary may participate in a consolidation with the Borrower ( provided that theBorrower shall be the continuing or surviving entity), (b) any Restricted Subsidiary may participate in a consolidation with another Restricted Subsidiary (provided that if one of such Restricted Subsidiaries is a Wholly-Owned Subsidiary, then the surviving Person shall be a Wholly-Owned Subsidiary), (c) anyconsolidation consisting of the liquidation or dissolution of a Restricted Subsidiary that does not own any Oil and Gas Properties or any other MortgagedProperty if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Restricted Subsidiaries,taken as a whole, and not materially disadvantageous to the Lenders, and (d) any merger or consolidation of the Borrower with or into an Affiliate solely forthe purpose of reorganizing the Borrower in another jurisdiction.

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Section 9.12 Sale of Properties and Termination of Swap Agreements . The Borrower will not, and will not permit any Restricted Subsidiary to, sell,assign, farm-out, convey or otherwise transfer any Property or any interests in any Restricted Subsidiary or to terminate or otherwise monetize any SwapAgreement in respect of commodities except for:

(a) the sale or other transfer of Hydrocarbons in the ordinary course of business;

(b) farmouts, leases, subleases or assignments of undeveloped acreage ( provided that if any such undeveloped acreage has Proved Reservesassociated with such acreage, such transfer must comply with Section 9.12(d) ), assignments in connection with such farmouts, leases or subleases, deemedtransfers of working interests under any joint operating agreement as the result of electing (or being deemed to have elected) not to participate in the drillingoperations for a new Well and assignments under pooling or unitization agreements or similar contracts that are usual and customary in the oil and gasexploration and production business;

(c) the sale, transfer of equipment (and related items of personal (but not real) property) or other disposition that is obsolete or no longernecessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;

(d) the sale or other disposition (excluding Casualty Events) of any Oil and Gas Property that has Proved Reserves associated therewith, or anyinterest therein, or any Restricted Subsidiary owning Proved Reserves, or the termination or monetization of any Swap Agreement in respect ofcommodities; provided that

(i) no Event of Default exists or results from such sale or disposition of Property or the termination or monetization of any SwapAgreement in respect of commodities after giving effect, in each case, to the application of the proceeds thereof to pay the Secured Obligations;

(ii) if any Borrowing Base Deficiency exists at the time of such sale or other disposition, either (A) the cash consideration received inrespect of such sale or disposition shall be in an amount sufficient to eliminate any then existing Borrowing Base Deficiency and applied, promptly uponreceipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist or (B) 100% of the consideration received inrespect of such sale or other disposition or termination (other than (1) the assumption of liabilities relating to the Property sold or disposed of and(2) customary purchase price adjustments) shall be cash and such cash shall be applied, promptly upon receipt, to pay the Secured Obligations until suchtime as no Borrowing Base Deficiency continues to exist;

(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement inrespect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject ofsuch sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by a Responsible Officer of theBorrower), and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of such Responsible Officer of the Borrower certifying tothat effect;

(iv) if the aggregate PV-9 value of Proved Reserves ((A) as reflected in the most recently delivered Reserve Report and (B) net of thePV-9 value of Proved Reserves received as consideration therefor, if any, based upon the pricing assumptions consistent with those in the most recentlydelivered Reserve Report) sold or disposed of and Swap Agreements terminated or monetized pursuant to this clause (d) in any period between twosuccessive Scheduled Redetermination Effective Dates exceeds (A) with respect to dispositions of Proved Undeveloped Reserves made in connection withthe Sequel Joint Venture, five percent (5%) of the PV-9 value of Proved Reserves (as reflected in the most recently delivered Reserve Report) or (B) withrespect to all other dispositions of Oil and Gas

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Properties constituting Proved Reserves, five percent (5%) of the Borrowing Base then in effect, in each case calculated at the time of such disposition,termination or monetization, as applicable, then the Borrowing Base shall be reduced by the amount determined by the Required Lenders in good faithconsistent with their normal oil and gas lending criteria to be the value, if any, of such Property attributable to the then-effective Borrowing Base and suchreduction shall be effective immediately upon written notice by the Required Lenders to the Administrative Agent of their determination thereof; provided ,that, for the avoidance of doubt, any such determination or Borrowing Base adjustment shall not be a condition to the Administrative Agent’s release of anysuch Property from all Liens under Security Instruments; and

(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shallinclude all the Equity Interests of such Restricted Subsidiary;

(e) transfer of Properties between or among the Borrower and the Restricted Subsidiaries, provided that any Lien therein that secures anySecured Obligations is reaffirmed and granted by the related transferee and no intervening Lien in such Properties has been or is granted;

(f) any Restricted Payment that does not breach Section 9.04 ;

(g) the expiration or lapse of oil and gas leases, exploration tenement licenses, and subleases or sublicenses of the Borrower or any RestrictedSubsidiaries in the ordinary course of business;

(h) the dilution or forfeiture of working interests of the Borrower or any Restricted Subsidiaries pursuant to the operating agreements or otherinstruments or agreements in the ordinary course of business;

(i) any Investments permitted by Section 9.05 , provided that any Investment made with Proved Reserves shall comply with Section 9.12(d) ;

(j) sales and other dispositions resulting from Casualty Events; provided that if the aggregate value of such Oil and Gas Properties constitutingProved Reserves sold or disposed of pursuant to this clause (j) in any period between two successive Scheduled Redetermination Effective Dates exceedsfive percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, byan amount equal to the aggregate value assigned such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j) ;

(k) the sale or other transfer (whether or not in the ordinary course of business) of Oil and Gas Properties; provided at the time of such sale orother transfer such Oil and Gas Properties do not have associated with them any Proved Reserves;

(l) the sale or other disposition of Properties (other than an Oil and Gas Property that has Proved Reserves, or any interest therein, or anyRestricted Subsidiary owning Proved Reserves) not otherwise permitted pursuant to this Section 9.12 having a fair market value not to exceed the greater of(i) $3,750,000 and (ii) 1% of the Borrowing Base then in effect as of the date of such sale or other disposition in the aggregate for all dispositions and salesof Properties pursuant to this Section 9.12(l) for the term of this Agreement; and

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(m) the sale or other disposition (i) of Properties pursuant to the Joint Development Agreement dated April 11, 2018 by and between TriadHunter, LLC and Ohio Gasco LLC, or (ii) to one or more third parties of Oil and Gas Properties constituting conventional properties of the Borrower and itsRestricted Subsidiaries for consideration equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of theBorrower) and in an aggregate amount for all such dispositions after the Effective Date not to exceed $10,000,000.

Upon any sale or other disposition of any Property in compliance with this Section 9.12 , the Administrative Agent will, at the request and at the expense ofthe Borrower, promptly release such Property from all Liens under the Security Instruments.

Section 9.13 Environmental Matters . The Borrower will not, and will not permit any Subsidiary to, cause or permit any of its Property to be inviolation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials,exposure to any Hazardous Materials, or to any Remedial Work under any Environmental Laws, assuming disclosure to the applicable GovernmentalAuthority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations, Release or threatened Release,exposure, or Remedial work could reasonably be expected to have a Material Adverse Effect.

Section 9.14 Transactions with Affiliates . The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction,including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate, except (a) suchtransactions that are otherwise permitted under this Agreement and upon fair and reasonable terms no less favorable to the Borrower or applicableRestricted Subsidiary than the Borrower or applicable Restricted Subsidiary would obtain in a comparable arm’s length transaction with a Person not anAffiliate, (b) transactions between or among the Borrower and the Guarantors which do not involve any other Affiliates of the Borrower, (c) transactionsdescribed in Schedule 9.14 , (d) any Restricted Payment permitted by Section 9.04 , (e) transactions for which a favorable fairness opinion has beenobtained and (f) transactions between or among Restricted Subsidiaries that are not Credit Parties.

Section 9.15 Subsidiaries . The Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional Subsidiary orredesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation oracquisition and complies with Section 8.14(b) . The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, assign or otherwise disposeof any Equity Interests in any Restricted Subsidiary to any Person other than the Borrower or a Guarantor except in compliance with Section 9.12 . Neitherthe Borrower nor any Restricted Subsidiary shall have any Foreign Subsidiaries.

Section 9.16 Negative Pledge Agreements; Dividend Restrictions . The Borrower will not, and will not permit any Restricted Subsidiary to, create,incur, assume or permit to exist any contract, agreement or understanding (other than (a) this Agreement, (b) the Security Instruments, (c) the agreementscreating Liens permitted by Section 9.03(d) , (e) , (f) and (g) and (d) Immaterial Title Deficiencies) which in any way prohibits or restricts the granting,conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Secured Parties to secure the SecuredObligations, or any portion thereof, or restricts any Restricted Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor,or which requires the consent of or notice to other Persons in connection therewith, provided , that the preceding restrictions will not apply to encumbrancesor restrictions arising under or by reason of (i) any restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition ofall or substantially all the Equity Interests or Property of any Subsidiary (or the Property that is subject to such restriction) permitted by Section 9.12(d) orSection 9.12(j) pending the closing of such sale or disposition, (ii) customary restrictions and conditions contained in any (A) agreement relating to anydisposition of Property not prohibited hereunder, (B) customary and usual leases, licenses and permits, (C) agreement in respect of

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Debt permitted by Section 9.02(d) (but only related to the property on which such Liens are created), (D) joint venture agreements to the extent they relateto distribution of Property of such joint venture, and (E) agreements entered into in the ordinary course that restrict assignment of such agreement, and(iii) restrictions imposed by applicable Law. In construing and applying the definition of “Immaterial Title Deficiencies” for the purposes of this section,contracts, agreements and understandings that prohibit or restrict Liens in favor of the Administrative Agent or the Secured Parties will be considered “titledefects”.

Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments . The Borrower will not, and will not permit any Restricted Subsidiary to, allow gasimbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require theBorrower or such Restricted Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceedone half bcf of gas (on an mcf equivalent basis) in the aggregate.

Section 9.18 Swap Agreements .

(a) The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Swap Agreements with any Person other than:

(i) Subject to clause (b) of this Section 9.18 , Swap Agreements with an Approved Counterparty in respect of commodities enteredinto not for speculative purposes the notional volumes for which do not exceed, when aggregated with other commodity Swap Agreements of the CreditParties then in effect as of the date such Swap Agreement is entered into, the greater of:

(A) for each month during the period during which such Swap Agreement is in effect, 80% of the reasonably anticipatedproduction of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected fromthe Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Developed Producing Reserves as set forthon the most recent Reserve Report delivered pursuant to the terms of this Agreement;

(B) a percentage as set forth in the table below for each month during the applicable time periods of the reasonably anticipatedproduction of crude oil, natural gas and natural gas liquids, calculated separately and, in each case, as such production is projected fromthe Borrower’s and its Restricted Subsidiaries’ Oil and Gas Properties constituting Proved Reserves as set forth on the most recentReserve Report delivered pursuant to the terms of this Agreement:

Period (relative to the date such Swap Agreement is entered into) Percentage Limitation Months 1—12 85% Months 13—24 80% Months 25—36 75% Months 37—48 70% Months 49—60 65%

; and

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(C) notwithstanding anything to the contrary contained in this Agreement, at the Borrower’s election, for each month during theSpecified Period, 80% of the reasonably anticipated production of crude oil, natural gas and natural gas liquids, calculated separatelyand, in each case, as such production is projected by a Financial Officer of the Borrower from the Borrower’s and its RestrictedSubsidiaries’ Oil and Gas Properties and set forth in the most recent certificate delivered pursuant to Section 8.01(d) ; provided ,however , that no such Swap Agreements permitted by any sub-clause of this clause (i) shall have a tenor of greater than five (5) years.Further, it is understood that (1) the Borrower and its Restricted Subsidiaries may enter into (a) Swap Agreements relating to puts,floors, options or similar agreements and (b) basis differential swaps on volumes already hedged pursuant to other Swap Agreementsand (2) Swap Agreements in respect of commodities which may, from time to time, “hedge” the same volumes, but different elementsof commodity risk thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes.

(ii) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows:

(A) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (whenaggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interestrates from fixed to floating) do not exceed 50% of the then outstanding principal amount of the Credit Parties’ Debt for borrowedmoney which bears interest at a fixed rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity date ofsuch Debt, and

(B) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (whenaggregated with all other Swap Agreements of the Borrower and its Restricted Subsidiaries then in effect effectively converting interestrates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ Debt for borrowedmoney which bears interest at a floating rate, and which Swap Agreements shall not, in any case, have a tenor beyond the maturity dateof such Debt.

(iii) Swap Agreements set forth on Schedule 9.18 .

(b) If, after the end of any calendar quarter the Borrower determines that the aggregate volume of all Swap Agreements in respect ofcommodities for which settlement payments were calculated in such calendar quarter (other than puts, floors or basis differential swaps on volumes hedgedpursuant to other Swap Agreements) exceeded 100% of actual production of Hydrocarbons in such calendar quarter, then the Borrower (i) shall promptlynotify the Administrative Agent of such determination and (ii) shall, within 30 days of such determination, terminate (only to the extent such terminationsare permitted pursuant to Section 9.12 ), create off-setting positions, allocate volumes to other production for which the Borrower or its RestrictedSubsidiaries is marketing, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.12 )existing Swap Agreements such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production for thethen-current and any succeeding calendar quarters.

(c) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary topost collateral or margin to secure their obligations under such Swap Agreement (other than pursuant to the Security Instruments or as set forth on Schedule7.20 ).

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(d) The Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Swap Agreement in respect ofcommodities without the prior written consent of the Required Lenders except to the extent such terminations are permitted pursuant to Section 9.12 ;provided that for purposes of this Section 9.18(d) , a Swap Agreement (a “ Replaced Swap Agreement ”) shall not be deemed to have been terminated ormonetized if, upon its termination, it is replaced, without cash payments to any Credit Party in connection therewith, in a substantially contemporaneoustransaction, with one or more Swap Agreements that cover all of the notional volumes hedged pursuant to such Replaced Swap Agreement on pricing andother economic terms at least as favorable to the Credit Parties as those contained in such replaced Swap Agreement.

(e) For purposes of entering into or maintaining Swap Agreement trades or transactions under Section 9.18(a)(i) and Section 9.18(b) ,respectively, forecasts of reasonably anticipated production from the Borrower’s and its Restricted Subsidiaries’ Proved Reserves and Proved DevelopedProducing Reserves as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement, or projections of production from theBorrower’s and its Restricted Subsidiaries’ Oil and Gas Properties made by a Financial Officer of the Borrower, as applicable, shall be revised to accountfor any increase or decrease therein anticipated because of information obtained by the Borrower or any of its Restricted Subsidiaries subsequent to thepublication of such Reserve Report or projections, as applicable, including the Borrower’s or any of its Restricted Subsidiaries’ internal forecasts ofproduction decline rates for existing Wells and additions to or deletions from anticipated future production from new Wells and completed acquisitionscoming on stream or failing to come on stream.

Section 9.19 Marketing Activities . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage in marketing activities forany Hydrocarbons or enter into any contracts related thereto other than (a) contracts in the ordinary course of business and not for speculative purposes forthe sale of Hydrocarbons scheduled or reasonably estimated to be produced from their Oil and Gas Properties during the period of such contract,(b) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from Proved Reserves of third parties during the period of suchcontract associated with the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries that the Borrower or one of its Restricted Subsidiarieshas the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil andgas business and (c) other contracts for the purchase and/or sale of Hydrocarbons of third parties (i) which have generally offsetting provisions ( i.e.corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (ii) for which appropriate credit support hasbeen taken to alleviate the material credit risks of the counterparty thereto.

Section 9.20 Designation and Conversion of Restricted and Unrestricted Subsidiaries .

(a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.20(b) , any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

(b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newlyformed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither a Default nor aBorrowing Base Deficiency would exist and (ii) the Subsidiary to be so designated is (or substantially simultaneously with the designation hereunder willbe) designated to be an Unrestricted Subsidiary under the Permitted Unsecured Debt Documents, and (iii) such designation is deemed to be an Investment inan Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownershipinterest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(k) . Except as providedin this Section 9.20(b) , no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.

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(c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) therepresentations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct in all materialrespects on and as of such date as if made on and as of the date of such redesignation, except that (A) to the extent any such representations and warrantiesare expressly limited to an earlier date, such representations and warranties shall continue to be true and correct in all material respects as of such specifiedearlier date and (B) to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified)shall continue to be true and correct in all respects, (ii) no Default would exist and (iii) the Borrower otherwise complies with the requirements of Section 8.14 , Section 8.16 and Section 9.15 . Any such designation shall be treated as a cash dividend in an amount equal to the lesser of the fair market value ofthe Borrower’s direct and indirect ownership interest in such Subsidiary or the amount of the Borrower’s cash investment previously made for purposes ofthe limitation on Investments under Section 9.05(i) . Any Subsidiary of an Unrestricted Subsidiary shall also be deemed to be an Unrestricted Subsidiary.

Section 9.21 Permitted Unsecured Debt Documents . The Borrower will not, and will not permit any other Credit Party to amend, modify, waive orotherwise change, or consent or agree to any amendment, modification, waiver of, or other change to, any provision of any Permitted Unsecured DebtDocument if the effect of such amendment, modification, waiver or other change (a) causes such Permitted Unsecured Debt to no longer constitutePermitted Unsecured Debt or (b) shortens the maturity of such Permitted Unsecured Debt so that any scheduled payment of principal, scheduled mandatoryredemption or scheduled sinking fund payment of such Permitted Unsecured Debt is due on or before the date that is 180 days after the Maturity Date ineffect on the date of such amendment, modification, waiver or other change; provided that the Borrower may (i) amend any Permitted Unsecured DebtDocument to add additional guarantors thereto to the extent not prohibited by this Agreement and (ii) refinance Permitted Unsecured Debt with PermittedRefinancing Debt.

ARTICLE XEVENTS OF DEFAULT; REMEDIES

Section 10.01 Events of Default . One or more of the following events shall constitute an “ Event of Default ”:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and asthe same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five(5) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection withany Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financialstatement or other document furnished by or on behalf of the Borrower or any Restricted Subsidiary pursuant to or in connection with any Loan Documentor any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or,to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) shall prove to havebeen incorrect in any respect when made or deemed made);

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(d) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(j) , Section 8.02 (other than clause (d) of such Section), Section 8.03 , Section 8.14 , Section 8.15 , Section 8.17 or in Article IX ;

(e) the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in thisAgreement (other than those specified in Section 10.01(a) , Section 10.01(b) or Section 10.01(d) ) or any other Loan Document, and such failure shallcontinue unremedied for a period of thirty (30) days after a Financial Officer of the Borrower becomes aware of the occurrence thereof; provided that to theextent any information is not provided within the time periods specified in such covenant, condition or agreement and, prior to the Administrative Agent orany Lender taking any action permitted to be taken pursuant to Section 10.02 during the continuance of such Event of Default, such information issubsequently provided, the Borrower will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect theretoshall be deemed to have been cured;

(f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and after giving effect to anyapplicable grace period) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables orpermits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its ortheir behalf to cause any Material Indebtedness to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof,prior to its scheduled maturity or requires the Borrower or any Restricted Subsidiary to make an offer in respect thereof other than (i) pursuant to customaryasset sale or change of control provisions related to transactions or (ii) resulting from a voluntary notice of prepayment delivered to the holders of suchMaterial Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other reliefin respect of the Borrower or any Guarantor that is not an Immaterial Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state orforeign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for the Borrower or any Guarantor that is not an Immaterial Subsidiary or for a substantial part of its assets, and, in any suchcase, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall beentered;

(i) the Borrower or any Guarantor that is not an Immaterial Subsidiary shall (i) voluntarily commence any proceeding or file any petitionseeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter ineffect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(h) , (iii)apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Guarantor thatis not an Immaterial Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in anysuch proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

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(j) the Borrower or any Guarantor that is not an Immaterial Subsidiary shall become unable, admit in writing its inability or fail generally to payits debts as they become due;

(k) (i) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not coveredby independent third party insurance provided by insurers of commercially acceptable paying rating or financial strength as to which the insurer does notdispute coverage and is not subject to an insolvency proceeding) or (ii) any one or more non-monetary judgments that have, or could reasonably be expectedto have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against the Borrower, any Restricted Subsidiary or any combinationthereof and, in each of the preceding instances, the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shallnot be effectively stayed or bonded, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or anyGuarantor that is not an Immaterial Subsidiary to enforce any such judgment which action has not been stayed or bonded;

(l) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full forceand effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor that is not an Immaterial Subsidiary partythereto or shall be repudiated by any of them, or cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purportedto be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any Guarantor that is not an Immaterial Subsidiaryor any of their Affiliates shall so state in writing;

(m) a Change in Control shall occur; or

(n) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred and are continuing, wouldreasonably be expected to result in a Material Adverse Effect.

Section 10.02 Remedies .

(a) In the case of an Event of Default other than one described in Section 10.01(h) , Section 10.01(i) or Section 10.01(j) , at any timethereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Majority Lenders, shall, by notice to theBorrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shallterminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared tobe due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, togetherwith (without duplication) accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under theNotes and the other Loan Documents (including, without limitation, the payment of Cash Collateral to secure the LC Exposure as provided in Section 2.08(j) ), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or othernotice of any kind, all of which are hereby waived by the Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(h) ,Section 10.01(i) or Section 10.01(j) , the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding,together with (without duplication) accrued interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder andunder the Notes and the other Loan Documents (including, without limitation, the payment of Cash Collateral to secure the LC Exposure as provided inSection 2.08(j) ), shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration orother notice of any kind, all of which are hereby waived by the Borrower and each Guarantor.

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(b) During the continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available atlaw and equity.

(c) Except as otherwise provided in Section 2.09(a)(ii) , all proceeds realized from the liquidation or other disposition of collateral or otherwisereceived after maturity of the Notes, whether by acceleration or otherwise, shall be applied:

(i) first , to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses and indemnities payable tothe Administrative Agent in its capacity as such pursuant to any Loan Document;

(ii) second , proratato payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses andindemnities payable to the Lenders pursuant to any Loan Document;

(iii) third , proratato payment of accrued interest on the Loans;

(iv) fourth , proratato payment of principal outstanding on the Loans, LC Disbursements that have not yet been reimbursed by or onbehalf of the Borrower at such time, and Secured Obligations referred to in Clause (b) of the definition of Secured Obligations owing to Secured SwapProviders;

(v) fifth , proratato any other Secured Obligations;

(vi) sixth , to serve as Cash Collateral, if then required, to be held by the Administrative Agent to secure the remaining LC Exposure;and

(vii) seventh , any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.

Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under theCommodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied toSecured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determinesare appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity ExchangeAct to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by theholders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant toclause fourth above).

ARTICLE XITHE ADMINISTRATIVE AGENT

Section 11.01 Appointment; Powers . Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent andauthorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the termshereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

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Section 11.02 Duties and Obligations of Administrative Agent . The Administrative Agent shall not have any duties or obligations except thoseexpressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other LoanDocuments with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising underagency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only anadministrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action orexercise any discretionary powers, except as provided in Section 11.03 , and (c) except as expressly set forth herein, the Administrative Agent shall nothave any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that iscommunicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall bedeemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, andshall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with thisAgreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other LoanDocument or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions setforth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document orany other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receiptof items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the AdministrativeAgent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and itsSubsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligationshereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth hereinor therein. For purposes of determining compliance with the conditions specified in Article VI , each Lender shall be deemed to have consented to,approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifyingits objection thereto.

Section 11.03 Action by Administrative Agent . The Administrative Agent shall have no duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agentis required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under thecircumstances as provided in Section 12.02 ) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder orunder any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such othernumber or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02 ) specifying the action to be taken and(b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuingto take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding onall of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall bedirected by the requisite Lenders in the written instructions (with indemnities)

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described in this Section 11.03 , provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interestsof the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personalliability or which is contrary to this Agreement, the other Loan Documents or applicable law. If a Default has occurred and is continuing, no Agent shallhave any obligation to perform any act in respect thereof. The Administrative Agent shall not be liable for any action taken or not taken by it with theconsent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under thecircumstances as provided in Section 12.02 ), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder orunder any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith ortherewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.

Section 11.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relyingupon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sentby the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by theproper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and the Issuing Bank hereby waives the right todispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. TheAdministrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, andshall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The AdministrativeAgent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transferthereof permitted hereunder shall have been filed with the Administrative Agent.

Section 11.05 Subagents . The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one ormore sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exerciseits rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article XI shall apply to any suchsub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with thesyndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 11.06 Resignation of Administrative Agent . Subject to the appointment and acceptance of a successor Administrative Agent as provided inthis Section 11.06 , the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any suchresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been soappointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice ofits resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent whichshall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agenthereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring AdministrativeAgent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successorAdministrative Agent shall be the same as those payable to its predecessor unless otherwise agreed

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between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shallcontinue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken oromitted to be taken by any of them while it was acting as Administrative Agent.

Section 11.07 Administrative Agent as Lender . The Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lenderas any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may acceptdeposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were notthe Administrative Agent hereunder.

Section 11.08 No Reliance . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any otherAgent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enterinto this Agreement and each other Loan Document to which it is a party. Each Lender also acknowledges that it will, independently and without relianceupon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it shall from time to time deemappropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any relatedagreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be required to keep itself informed as to the performanceor observance by the Borrower or any of its Subsidiaries of this Agreement, the other Loan Documents or any other document referred to or provided forherein or to inspect the Properties or books of the Borrower or its Subsidiaries. Except for notices, reports and other documents and information expresslyrequired to be furnished to the Lenders by the Administrative Agent hereunder, neither the Administrative Agent nor the Arrangers shall have any duty orresponsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any ofits Affiliates) which may come into the possession of the Administrative Agent, such Arranger or any of their Affiliates. In this regard, each Lenderacknowledges that Simpson Thacher & Bartlett LLP is acting in this transaction as special counsel to the Administrative Agent only, except to the extentotherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that itdeems necessary in connection with the Loan Documents and the matters contemplated therein.

Section 11.09 Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the AdministrativeAgent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective ofwhether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding orotherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other SecuredObligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and theAdministrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the AdministrativeAgent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03 ) allowed in suchjudicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by eachLender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such paymentsdirectly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender anyplan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize theAdministrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 11.10 Authority of Administrative Agent to Release Collateral and Liens . Each Lender and the Issuing Bank hereby authorizes theAdministrative Agent to release any collateral, and to release any Person from its respective Security Instruments, in each case that is permitted to be sold orreleased (including, without limitation, due to any Restricted Subsidiary being designated as an Unrestricted Subsidiary in accordance with the terms of thisAgreement), as the case may be, pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the AdministrativeAgent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases (whether regarding Liens, Persons or otherwise),termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Propertyor release of Person, to the extent such sale, other disposition or release is permitted by the terms of Section 9.12 or is otherwise authorized by the terms ofthe Loan Documents.

Section 11.11 Agents . No Agent other than the Administrative Agent shall have any duties, responsibilities or liabilities under this Agreement and theother Loan Documents other than their duties, responsibilities and liabilities in their capacity as a Lender hereunder.

ARTICLE XIIMISCELLANEOUS

Section 12.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone and subject to Section 12.01(b) , allnotices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified orregistered mail or sent by facsimile, as follows:

(i) if to the Borrower, to it at:

2121 Old Gatesburg Rd., Suite 110State College, Pennsylvania 16803Attention of Chief Financial OfficerFax: 408-393-4565

(ii) If to the Administrative Agent or Issuing Bank, to it at:

700 Louisiana Street, Suite 2100Houston, Texas 77002Attention: Kevin UtseyTel: 713-546-9720Fax: 713-223-4007

and

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(iii) if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire or if the AdministrativeQuestionnaire is not made available to the Borrower, then, with respect to those sent or delivered by the Borrower, in care of the Administrative Agent.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant toprocedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II , Article III , Article IV andArticle V unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion,agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided thatapproval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other partieshereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have beengiven on the date of receipt.

Section 12.02 Waivers; Amendments .

(a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising,and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power orprivilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege underany of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies ofthe Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are notexclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consentto any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b) , and then such waiver orconsent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of aLoan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent,any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended ormodified except pursuant to an agreement or agreements in writing entered into by the Borrower, each Restricted Subsidiary a party thereto and theMajority Lenders or by the Borrower, each Restricted Subsidiary a party thereto and the Administrative Agent with the consent of the Majority Lenders;provided that no such agreement shall (i) increase the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase theBorrowing Base without the written consent of the Borrowing Base Increase Requisite Lenders, decrease or maintain the Borrowing Base without theconsent of the Required Lenders, or otherwise modify Section 2.07 in any manner without the consent of each Lender (other than any Defaulting Lender);provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loan or LC Disbursementor reduce the rate of interest thereon, or reduce any

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fees payable hereunder, or reduce any other Secured Obligations hereunder or under any other Loan Document, without the written consent of each Lenderaffected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interestthereon, or any fees payable hereunder, or any other Secured Obligations hereunder or under any other Loan Document, or reduce the amount of, waive orexcuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the proratasharing of payments required thereby, without the written consent of each Lender,(vi) waive or amend Section 6.01 , Section 8.14 , Section 10.02(c) or Section 12.14 or change the definition of the terms “Domestic Subsidiary”, “ForeignSubsidiary”, or “Subsidiary”, without the written consent of each Lender (other than any Defaulting Lender), (vii) release any Guarantor (except as set forthin the Guarantee and Collateral Agreement), release all or substantially all of the collateral (other than as provided in Section 11.10 ), or reduce thepercentage set forth in Section 8.14(a) to less than 80%, without the written consent of each Lender (other than any Defaulting Lender), or (viii) change anyof the provisions of this Section 12.02(b) or the definitions of “Majority Lenders”, “Required Lenders”, “Borrowing Base Increase Requisite Lenders” orany other provision hereof specifying the number or percentage of the Lenders required to waive, amend or modify any rights hereunder or under any otherLoan Documents or make any determination or grant any consent hereunder or any other Loan Documents without the written consent of each Lender(other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of theAdministrative Agent, any other Agent, or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of theAdministrative Agent, such other Agent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, (A) any supplement to Schedule 7.14(Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, theAdministrative Agent will promptly deliver a copy thereof to the Lenders, (B) the Borrower and the Administrative Agent may amend this Agreement orany other Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct anytypographical error or other manifest error in any Loan Document, and (C) the Administrative Agent and the Borrower (or other applicable Credit Party)may enter into any amendment, modification or waiver of this Agreement or any other Loan Document or enter into any agreement or instrument to effectthe granting, perfection, protection, expansion or enhancement of any security interest in any Mortgaged Property or Property to become MortgagedProperty to secure the Secured Obligations for the benefit of the Lenders or as required by any Governmental Requirement to give effect to, protect orotherwise enhance the rights or benefits of any Lender under the Loan Documents without the consent of any Lender. Notwithstanding this Section 12.02 ,only the consent of the Administrative Agent and the Borrower shall be required to amend this Agreement to reflect an alternate rate of interest as to whichthe Majority Lenders shall not have objected in accordance with Section 3.03 .

Section 12.03 Expenses, Indemnity; Damage Waiver .

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, withoutlimitation, the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and its Affiliates (and as required by a firm of localcounsel in each appropriate jurisdiction and in the case of an actual or potential conflict of interest, one additional firm of counsel to the affected Lenders)and to the extent necessary as determined by the Administrative Agent, other outside consultants for the Administrative Agent, the reasonable travel,photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments and audits andsurveys and appraisals, in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights andduties of the Administrative Agent and the Lenders with respect

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thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof orthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket costs, expenses, Taxes, assessmentsand other charges incurred by any Agent or any Lender, including the costs, expenses and other charges of counsel for the Administrative Agent and theLenders, in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any SecurityInstrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with theissuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all out-of-pocket expenses incurred by anyAgent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Issuing Bank or any Lender, inconnection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under thisSection 12.03 , or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expensesincurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH ARRANGER, THE ISSUING BANK AND EACHLENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE ”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES ANDDISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUTOF, IN CONNECTION WITH, OR AS A RESULT OF, (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOANDOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIESHERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDEROR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THEFAILURE OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT,INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATIONOR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOANDOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOANOR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THEISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED INCONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THEPAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHERIMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOANDOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITSSUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANTTO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANYOF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE,USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIRPROPERTIES, (ix) THE BREACH OR NON-

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COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER ORANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PASTACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT INPRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE,TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OFTHE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE ORRELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITSSUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR(xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANYACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTYTHERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENTNEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT ORAN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT(SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ONANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BEAVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (A) ARE DETERMINEDBY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSSNEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE, (B) ARISE SOLELY BY REASON OF A CLAIM (y) BY ONE OR MOREINDEMNITEES AGAINST ONE OR MORE OTHER INDEMNITEES OR (z) BY AN OWNER OF EQUITY INTEREST OF AN INDEMNITEEAGAINST ONE OR MORE OTHER INDEMNITEES, SO LONG AS, IN EITHER CASE, SUCH CLAIM IS NOT PROXIMATELY CAUSED BY ABREACH OF, OR DEFAULT UNDER, A LOAN DOCUMENT BY OR WITH RESPECT TO A CREDIT PARTY, OR (C) IS INCURRED BY ANYDEFAULTING LENDER TO THE EXTENT DIRECTLY ARISING FROM THE CONDUCT, ACTS, OR OMISSIONS OF SUCH DEFAULTINGLENDER THAT WERE THE CAUSE OF SUCH LENDER’S BECOMING A DEFAULTING LENDER; PROVIDED , HOWEVER , THAT NOTHINGHEREIN SHALL BE DEEMED TO LIMIT ANY CREDIT PARTY’S PAYMENT OBLIGATIONS UNDER ANY OTHER PROVISION OF THISAGREEMENT OR ANY OTHER LOAN DOCUMENT AS A RESULT OF SUCH LENDER’S BECOMING A DEFAULTING LENDER.NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO DEFAULTING LENDER WILL BE REIMBURSED FOR, INDEMNIFIEDAGAINST, OR HELD HARMLESS FROM, COSTS AND EXPENSES ARISING FROM THE REPLACEMENT OF SUCH DEFAULTING LENDER.THIS SECTION 12.03(b) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS,DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES ARISING FROM ANY NON-TAX CLAIM.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Arranger or the IssuingBank under Section 12.03(a) or (b) , each Lender severally agrees to pay to such Administrative Agent, Arranger or the Issuing Bank, as the case may be,such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaidamount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by orasserted against such Administrative Agent, Arranger or the Issuing Bank in its capacity as such.

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(d) To the extent permitted by applicable law, no Indemnitee or Credit Party shall assert, and each hereby waives, any claim against any otherIndemnitee or Credit Party, as the case may be, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct oractual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrumentcontemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section 12.03 shall be payable within ten (10) Business Days following the Borrower’s receipt of each relatedstatement or invoice, each in reasonable and customary detail.

Section 12.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors andassigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign orotherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer bythe Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except inaccordance with this Section 12.04 . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants(to the extent provided in Section 12.04(c) ) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, theIssuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in Section 12.04(b)(ii) , any Lender may assign to one or more assignees all or a portion of its rightsand obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent(such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of aLender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to anassignee that is a Lender immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount ofthe assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each suchassignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to theAdministrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent,provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

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(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights andobligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, togetherwith a processing and recordation fee of $3,500 (which is not reimbursable from the Borrower except as herein expressly provided);

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(E) in no event may any Lender assign all or a portion of its rights and obligations under this Agreement to the Borrower, anyAffiliate of the Borrower or any natural person.

(iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in eachAssignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by suchAssignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of theassigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefitsof Section 5.01 , Section 5.02 , Section 5.03 and Section 12.03 ). Any assignment or transfer by a Lender of rights or obligations under this Agreementthat does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights andobligations in accordance with Section 12.04(c) .

(iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy ofeach Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum CreditAmount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time totime (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bankand the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of thisAgreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at anyreasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agentwill reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’scompleted Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b) , the Administrative Agent shall accept such Assignment andAssumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has beenrecorded in the Register as provided in this Section 12.04(b) .

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or morebanks or other entities (other than the Borrower, any Affiliate of the Borrower or any natural person) (a “ Participant ”) in all or a portion of such Lender’srights and obligations under this Agreement (including all or a portion of its Commitment and

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the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solelyresponsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and theother Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce thisAgreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument mayprovide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso toSection 12.02 that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03 .Subject to Section 12.04(c)(ii) , the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01 , Section 5.02 and Section 5.03(subject to the requirements and limitations therein, including the requirements under Section 5.03(f) (it being understood that the documentation requiredunder Section 5.03(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignmentpursuant to Section 12.04(b) ; provided that such Participant agrees to be subject to the provisions of Section 5.04 as it is was a Lender and had accepted itinterest by an assignment pursuant to Section 12.04(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender. Each Lender that sells aparticipation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address ofeach Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents(the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including theidentity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations underany Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or otherobligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall beconclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of suchparticipation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in itscapacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 than the applicable Lenderwould have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to a greater paymentresults from a Change in Law that occurs after the Participant acquired the applicable participation or the sale of the participation to such Participant is madewith the Borrower’s prior written consent.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligationsof such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.04(d) shall notapply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender fromany of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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Section 12.05 Survival; Revival; Reinstatement .

(a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments deliveredin connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been reasonably and in good faith relied upon bythe other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit,regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other Agent, theIssuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extendedhereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payableunder this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.Whenever the principal of and all interest on the Loans and all fees or other amounts payable under this Agreement have been paid in full, all Letters ofCredit have been terminated (or arrangements satisfactory to the Issuing Bank have been made for any continuing Letters of Credit), and all Commitmentshave expired or terminated, the Administrative Agent will, at the request and at the expense of the Borrower, confirm the termination of the LoanDocuments to the Borrower and release or terminate (in recordable form, where appropriate) all Liens, assignments, security interests and financingstatements under the Loan Documents, provided that the provisions of Section 5.01 , Section 5.02 , Section 5.03 and Section 12.03 and Article XI shallsurvive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, theexpiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provisionhereof or thereof.

(b) To the extent that any payments on the Secured Obligations or proceeds of any collateral are subsequently invalidated, declared to befraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, commonlaw or equitable cause, then to such extent, the Secured Obligations so satisfied shall be revived and continue as if such payment or proceeds had not beenreceived and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each LoanDocument shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take suchaction as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.

Section 12.06 Counterparts; Integration; Effectiveness .

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitutean original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agentconstitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements andunderstandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSREPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NOUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(c) Except as provided in Section 6.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agentand when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other partieshereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executedcounterpart of a signature page of this Agreement by facsimile or other electronic transmission ( e.g..pdf) shall be effective as delivery of a manuallyexecuted counterpart of this Agreement.

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Section 12.07 Severability . Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legalityand enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidatesuch provision in any other jurisdiction.

Section 12.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is herebyauthorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time ordemand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under SwapAgreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Restricted Subsidiary against any ofand all the obligations of the Borrower or any Restricted Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other LoanDocument, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although suchobligations may be unmatured. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights ofsetoff) which such Lender or its Affiliates may have.

Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS .

(a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTSOF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EITHERCASE LOCATED IN NEW YORK COUNTY, NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTYHEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY ANDUNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLYWAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THEGROUNDS OF FORUM NONCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION ORPROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOTPRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS INANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGEPREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNERPERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHERJURISDICTION.

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(d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYLAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTAND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANYRIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIALDAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANYREPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIEDTHAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND(iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THETRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS CONTAINED IN THIS SECTION 12.09 .

Section 12.10 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part ofthis Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.11 Confidentiality . Each of the Administrative Agent, the Issuing Banks and the Lenders agrees (for itself and each of its Related Parties)to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure ismade will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested byany regulatory authority having jurisdiction over it, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,(d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any otherLoan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder orthereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11 , to (i) any assignee of or Participant in,or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective Secured SwapProvider (or its advisors), (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of abreach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a sourceother than the Borrower. For the purposes of this Section 12.11 , “ Information ” means all information received from the Borrower or any RestrictedSubsidiary relating to the Borrower or any Restricted Subsidiary and their businesses, other than any such information that is available to the AdministrativeAgent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Restricted Subsidiary; provided that, in the caseof information received from the Borrower or any Restricted Subsidiary after the date hereof, such information is clearly identified at the time of delivery asconfidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to have complied withits obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accordto its own confidential information. Notwithstanding anything herein to the contrary, “Information” shall not include, and the Borrower, the Borrower’sSubsidiaries, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the

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respective partners, directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), and any other party, maydisclose to any and all Persons, without limitation of any kind (a) any information with respect to the United States federal and state income tax treatment ofthe transactions contemplated hereby and any facts that may be relevant to understanding the United States federal or state income tax treatment of suchtransactions (“ tax structure ”), which facts shall not include for this purpose the names of the parties or any other person named herein, or information thatwould permit identification of the parties or such other persons, or any pricing terms or other nonpublic business or financial information that is unrelated tosuch tax treatment or tax structure, and (b) all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower, theAdministrative Agent or such Lender relating to such tax treatment or tax structure. Any Person required to maintain the confidentiality of Information asprovided in this Section 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 12.12 Interest Rate Limitation . It is the intention of the parties hereto that each Lender and Issuing Bank shall conform strictly to usury lawsapplicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender or Issuing Bank under laws applicable to it(including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to suchLender or Issuing Bank notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of theLoan Documents or any agreement entered into in connection with or as security for the Notes or any other Secured Obligations, it is agreed as follows:(i) the aggregate of all consideration which constitutes interest under law applicable to any Lender or Issuing Bank that is contracted for, taken, reserved,charged or received by such Lender or Issuing Bank under any of the Loan Documents or agreements or otherwise in connection with the Notes or otherSecured Obligations shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceledautomatically and if theretofore paid shall be credited by such Lender or Issuing Bank on the principal amount of the Secured Obligations (or, to the extentthat the principal amount of the Secured Obligations shall have been or would thereby be paid in full, refunded by such Lender or Issuing Bank to theBorrower); and (ii) in the event that the maturity of the Notes or other portion of the Secured Obligations is accelerated (in whole or part) by reason of anelection of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permittedprepayment, then such consideration that constitutes interest under law applicable to any Lender or Issuing Bank may never include more than themaximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automaticallyby such Lender or Issuing Bank as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender or Issuing Bankon the principal amount of the Secured Obligations (or, to the extent that the principal amount of the Secured Obligations shall have been or would therebybe paid in full, refunded by such Lender or Issuing Bank to the Borrower). All sums paid or agreed to be paid to any Lender or Issuing Bank for the use,forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender or Issuing Bank, be amortized, prorated,allocated and spread throughout the stated term of the Loans evidenced by the Notes or other Secured Obligations until payment in full so that the rate oramount of interest on account of any Loans or such Secured Obligations hereunder does not exceed the maximum amount allowed by such applicable law.If at any time and from time to time (i) the amount of interest payable to any Lender or Issuing Bank on any date shall be computed at the Highest LawfulRate applicable to such Lender or Issuing Bank pursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amountof interest otherwise payable to such Lender or Issuing Bank would be less than the amount of interest payable to such Lender or Issuing Bank computed atthe Highest Lawful Rate applicable to such Lender or Issuing Bank, then the amount of interest payable to such Lender or Issuing Bank in respect of suchsubsequent interest computation period

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shall continue to be computed at the Highest Lawful Rate applicable to such Lender or Issuing Bank until the total amount of interest payable to suchLender or Issuing Bank shall equal the total amount of interest which would have been payable to such Lender or Issuing Bank if the total amount ofinterest had been computed without giving effect to this Section 12.12 .

Section 12.13 EXCULPATION PROVISIONS .

(a) EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THEOTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THISAGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED ANDHAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEENREPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTIONOF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTOTHIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THISAGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTSOF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETOAGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISIONOF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OFSUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

(b) THE BORROWER HEREBY ACKNOWLEDGES THAT (I) THE EXTENSIONS OF CREDIT PROVIDED FOR HEREUNDER ANDANY RELATED ARRANGING OR OTHER SERVICES IN CONNECTION THEREWITH (INCLUDING IN CONNECTION WITH ANYAMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER LOAN DOCUMENT) ARE AN ARM’S-LENGTHCOMMERCIAL TRANSACTION BETWEEN THE BORROWER AND THE OTHER CREDIT PARTIES, ON THE ONE HAND, AND THEADMINISTRATIVE AGENT THE LENDERS AND ANY ISSUING BANK, ON THE OTHER HAND, AND THE BORROWER AND THE OTHERCREDIT PARTIES ARE CAPABLE OF EVALUATING AND UNDERSTANDING AND UNDERSTAND AND ACCEPT THE TERMS, RISKS ANDCONDITIONS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN DOCUMENTS (INCLUDING ANYAMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR THEREOF); (II) IN CONNECTION WITH THE PROCESS LEADING TOSUCH TRANSACTION, EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANKS IS AND HAS BEEN ACTINGSOLELY AS A PRINCIPAL AND IS NOT THE FINANCIAL ADVISOR, AGENT OR FIDUCIARY FOR ANY OF THE BORROWER, ANY OTHERCREDIT PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, EQUITY HOLDERS, CREDITORS OR EMPLOYEES OR ANY OTHERPERSON; (III) NEITHER THE ADMINISTRATIVE AGENT, ANY OTHER AGENT, ANY ARRANGER, ANY LENDER NOR ANY ISSUING BANKHAS ASSUMED OR WILL ASSUME AN ADVISORY, AGENCY OR FIDUCIARY RESPONSIBILITY IN FAVOR OF THE BORROWER OR ANYOTHER CREDIT PARTY WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE PROCESS LEADINGTHERETO, INCLUDING WITH RESPECT TO ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER LOANDOCUMENT (IRRESPECTIVE OF WHETHER THE ADMINISTRATIVE AGENT, ANY OTHER AGENT, ANY ARRANGER, ANY LENDER ORANY ISSUING BANK HAS ADVISED OR IS CURRENTLY ADVISING ANY OF THE BORROWER, THE

113

OTHER CREDIT PARTIES OR THEIR RESPECTIVE AFFILIATES ON OTHER MATTERS) AND NONE OF THE ADMINISTRATIVE AGENT,ANY OTHER AGENT, ANY ARRANGER, ANY LENDER OR ANY ISSUING BANK HAS ANY OBLIGATION TO ANY OF THE BORROWER,THE OTHER CREDIT PARTIES OR THEIR RESPECTIVE AFFILIATES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY,IN EACH CASE, EXCEPT THOSE OBLIGATIONS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS; (IV) THEBORROWER, THE OTHER CREDIT PARTIES AND THEIR RESPECTIVE AFFILIATES WILL NOT ASSERT ANY CLAIM BASED ON ALLEGEDBREACH OF FIDUCIARY DUTY; (V) THE ADMINISTRATIVE AGENT AND ITS AFFILIATES, EACH LENDER AND ITS AFFILIATES ANDEACH ISSUING BANK AND ITS AFFILIATES MAY BE ENGAGED IN A BROAD RANGE OF TRANSACTIONS THAT INVOLVE INTERESTSTHAT DIFFER FROM THOSE OF THE BORROWER, THE OTHER CREDIT PARTIES AND THEIR RESPECTIVE AFFILIATES, AND NONE OFTHE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK HAS ANY OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTSBY VIRTUE OF ANY ADVISORY, AGENCY OR FIDUCIARY RELATIONSHIP; AND (VI) NEITHER THE ADMINISTRATIVE AGENT, ANYLENDER OR ANY ISSUING BANK HAS PROVIDED AND NONE WILL PROVIDE ANY LEGAL, ACCOUNTING, REGULATORY OR TAXADVICE WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY AMENDMENT, WAIVER OROTHER MODIFICATION HEREOF OR OF ANY OTHER LOAN DOCUMENT) AND THE BORROWER HAS CONSULTED ITS OWN LEGAL,ACCOUNTING, REGULATORY AND TAX ADVISORS TO THE EXTENT IT HAS DEEMED APPROPRIATE. THE BORROWER HEREBYWAIVES AND RELEASES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS THAT IT MAY HAVE AGAINST THEADMINISTRATIVE AGENT WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY DUTY.

Section 12.14 Collateral Matters; Swap Agreements . The benefit of the Security Instruments and of the provisions of this Agreement relating to anycollateral securing the Secured Obligations shall also extend to and be available to the Secured Swap Providers with respect to any Swap Agreementincluding any Swap Agreement in existence prior to the date hereof, but excluding any additional transactions or confirmations entered into (a) after suchSecured Swap Provider ceases to be a Lender or an Affiliate of a Lender or (b) after assignment by a Secured Swap Provider to another Secured SwapProvider that is not a Lender or an Affiliate of a Lender. No Lender or any Affiliate of a Lender shall have any voting or consent rights under any LoanDocument as a result of the existence of obligations owed to it under any such Swap Agreements.

Section 12.15 No Third Party Beneficiaries . This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and theIssuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including,without limitation, any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remediesor privileges hereunder or under any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender for anyreason whatsoever. There are no third party beneficiaries.

Section 12.16 USA Patriot Act Notice . Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title IIIof Pub. L. 107-56 (signed into law October 26, 2001)) (the “ USA Patriot Act ”), it is required to obtain, verify and record information that identifies theBorrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower inaccordance with the USA Patriot Act.

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Section 12.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions .

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down andconversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder whichmay be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, itsparent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will beaccepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEAResolution Authority.

[SIGNATURES BEGIN NEXT PAGE]

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The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER:

MONTAGE RESOURCES CORPORATION , aDelaware corporation

By: /s/ Michael L. Hodges Name: Michael L. Hodges Title: Executive Vice President and Chief Financial Officer

Signature PageThird Amended and Restated Credit Agreement

BANK OF MONTREAL , as Administrative Agent and anIssuing Bank

By: /s/ Kevin UtseyName: Kevin UtseyTitle: Director


BMO HARRIS FINANCING, INC. , as Lender

By: /s/ Kevin UtseyName: Kevin UtseyTitle: Director


KEYBANK NATIONAL ASSOCIATION, as an IssuingBank and a Lender

By: /s/ George E. McKeanName: George E. McKeanTitle: Senior Vice President


CAPITAL ONE, NATIONAL ASSOCIATION, as an Issuing Bank and a Lender

By: /s/ Christopher KunaName: Christopher KunaTitle: Director


BARCLAYS BANK PLC, as a Lender

By: /s/ Sydney G DennisName: Sydney G DennisTitle: Director

Signature Page

Third Amended and Restated Credit Agreement

ROYAL BANK OF CANADA, as a Lender

By: /s/ Kristan SpiveyName: Kristan SpiveyTitle: Authorized Signatory


CIT BANK, N.A., as a Lender

By: /s/ John FeeleyName: John FeeleyTitle: Director


CITIBANK, N.A., as a Lender

By: /s/ Jeff ArdName: Jeff ArdTitle: Vice President


BRANCH BANKING & TRUST COMPANY, as a Lender

By: /s/ Robert KretName: Robert KretTitle: VP


EAST WEST BANK, as a Lender

By: /s/ Laura A. NelsonName: Laura A. NelsonTitle: Assistant Vice President


HUNTINGTON NATIONAL BANK, as a Lender

By: /s/ Margaret NiekrashName: Margaret NiekrashTitle: Senior Vice President


WELLS FARGO BANK, N.A., as a Lender

By: /s/ Edward MarkhamName: Edward MarkhamTitle: Director


GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Ryan DurkinName: Ryan DurkinTitle: Authorized Signatory


BP ENERGY CORPORATION, as a Lender

By: /s/ Timothy YeeName: Timothy YeeTitle: Attorney-in-Fact


ANNEX ILIST OF COMMITMENTS

Applicable Percentages and Aggregate Maximum Credit Amounts

Name of Lender Applicable Percentage

Applicable Percentage of

Borrowing Base Maximum Credit

Amount BMO Harris Financing, Inc. 11.866666667% $ 44,500,000.00 $ 118,666,666.67 KeyBank, National Association 11.333333333% $ 42,500,000.00 $ 113,333,333.33 Capital One, National Association 11.333333333% $ 42,500,000.00 $ 113,333,333.33 Barclays Bank PLC 9.333333333% $ 35,000,000.00 $ 93,333,333.33 Royal Bank of Canada 9.333333333% $ 35,000,000.00 $ 93,333,333.33 CIT Bank, N.A. 9.333333333% $ 35,000,000.00 $ 93,333,333.33 Citibank, N.A. 9.333333333% $ 35,000,000.00 $ 93,333,333.33 Branch Banking & Trust Company 6.666666667% $ 25,000,000.00 $ 66,666,666.67 East West Bank 6.666666667% $ 25,000,000.00 $ 66,666,666.67 Huntington National Bank 6.666666667% $ 25,000,000.00 $ 66,666,666.67 Wells Fargo Bank, N.A. 6.666666667% $ 25,000,000.00 $ 66,666,666.67 Goldman Sachs Bank USA 1.333333333% $ 5,000,000.00 $ 13,333,333.33 BP Energy Corporation 0.133333333% $ 500,000.00 $ 1,333,333.33 TOTAL 100.000000000% $375,000,000.00 $1,000,000,000.00

Annex I -1

EXHIBIT AFORM OF NOTE

[ ], 20[ ]

FOR VALUE RECEIVED, Montage Resources Corporation (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”),hereby promises to pay to [ ] (the “ Lender ”), at the principal office of Bank of Montreal (the “ Administrative Agent ”), or at such other place as fromtime to time may be designated by the holder of this Note, the principal sum equal to the amount of such Lender’s Maximum Credit Amount, or, if greateror less, the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower pursuant to the terms of the Credit Agreement (ashereinafter defined), together with interest on the unpaid principal balance thereof, at the rates perannumand on the dates provided in the CreditAgreement, in lawful money of the United States of America and in immediately available funds.

The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made onaccount of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on aschedule attached hereto or on any separate record maintained by the Lender. Failure to make any such recordation shall not affect any Lender’s or theBorrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note.

This Note is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of February 28, 2019 among the Borrower,the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder(such Credit Agreement as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ CreditAgreement ”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.

This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is secured by and entitled to thebenefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of thisNote upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to thisNote.

[Signature page follows.]

Exhibit A - 1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

MONTAGE RESOURCES CORPORATION, aDelaware corporation

By: Name: Title:

Exhibit A - 2

EXHIBIT BFORM OF BORROWING REQUEST

[ ], 20[ ]

Montage Resources Corporation (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”), pursuant to Section 2.03 of theThird Amended and Restated Credit Agreement dated as of February 28, 2019 (together with all amendments, restatements, amendments and restatements,supplements or other modifications thereto, the “ Credit Agreement ”) among the Borrower, Bank of Montreal, as Administrative Agent and the otheragents and lenders (the “ Lenders ”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in theCredit Agreement), hereby requests a Borrowing as follows:

(i) Aggregate amount of the requested Borrowing is $[ ];

(ii) Date of such Borrowing is [ ], 20[ ]; 1

(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];

(iv) [In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]]; 2

(v) Amount of Borrowing Base in effect on the date hereof is $[ ] and the Aggregate Maximum Credit Amounts in effect on the datehereof is $[ ];

(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure prior to giving effect tothe requested Borrowing) is $[ ]; and

(vii) Proformatotal Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and

(viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 ofthe Credit Agreement, is as follows:

[ ]

[ ]

[ ]

[ ]

[Signature page follows.] 1 Such date shall be a Business Day.2 Such Interest Period must be contemplated by the definition of the term “Interest Period”.

Exhibit B - 1

The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalfof the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requestedBorrowing under the terms and conditions of the Credit Agreement.


By: Name: Title:

Exhibit B - 2

EXHIBIT CFORM OF INTEREST ELECTION REQUEST

[ ], 20[ ]

Montage Resources Corporation (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”), pursuant to Section 2.04 of theThird Amended and Restated Credit Agreement dated as of February 28, 2019 (together with all amendments, restatements, amendments and restatements,supplements or other modifications thereto, the “ Credit Agreement ”) among the Borrower, Bank of Montreal, as Administrative Agent and the otheragents and lenders (the “ Lenders ”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in theCredit Agreement), hereby makes an Interest Election Request as follows:

(i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portionsthereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shallbe specified for each resulting Borrowing) is [ ];

(ii) The effective date 3 of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and]

(iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and]

[(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to suchelection is [ ]].

The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf ofthe Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requestedcontinuation or conversion under the terms and conditions of the Credit Agreement.


By: Name: Title:

3 Such date shall be a Business Day.

Exhibit C - 1

EXHIBIT DFORM OF COMPLIANCE CERTIFICATE

The undersigned hereby certifies that he/she is the [ ] of Montage Resources Corporation (f/k/a Eclipse Resources Corporation), aDelaware corporation (the “ Borrower ”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to theThird Amended and Restated Credit Agreement dated as of February 28, 2019 (together with all amendments, restatements, amendments and restatements,supplements or other modifications thereto being the “ Credit Agreement ”) among the Borrower, Bank of Montreal, as Administrative Agent, and the otheragents and lenders (the “ Lenders ”) which are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (eachcapitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified):

(a) There exists no Default or Event of Default as of [as applicable—last day of fiscal quarter/last day of fiscal year] [or if a Default or Event ofDefault then exists specify Default or Event of Default and describe action taken or proposed to be taken].

(b) Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 9.01 of the CreditAgreement as of the end of the [fiscal quarter][fiscal year] ending [ ].

(c) There has been no change in GAAP or in the applications thereof since [date of applicable financial statement] [or if any such change occurred,specify the effect of such change on the financial statements accompanied hereby].

[(d) Attached hereto are exhibits setting forth consolidating spreadsheets that show the financial condition and results of Unrestricted Subsidiaries ofthe Borrower that are not Immaterial Subsidiaries in such form as would be presentable to the auditors of the Borrower.] 4

[Signature page follows.] 4 Applicable if the Borrower has designated as an Unrestricted Subsidiary any of its Subsidiaries that is not an Immaterial Subsidiary. Certification must

be made by a Financial Officer.

Exhibit D - 1

EXECUTED AND DELIVERED this [ ] day of [ ].

MONTAGE RESOURCES CORPORATION, a Delawarecorporation

By: Name: Title:

Exhibit D - 2

EXHIBIT ESECURITY INSTRUMENTS

1. Third Amended and Restated Guarantee and Collateral Agreement.

2. Third Amendment and Supplement to Fourth Amended and Restated Open-End Mortgage, Assignment of As-Extracted Collateral, SecurityAgreement, Fixture Filing and Financing Statement and Continuation Statement.

3. UCC-1 financing statements in respect of the foregoing.

4. Control Agreements, limited to solely: (a) that certain Amended and Restated Blocked Account Agreement, dated as of August 5, 2015, by andamong Manufacturers and Traders Trust Company, the Borrower and the Administrative Agent, (b) that certain Blocked Account Agreement, datedas of August 5, 2015, by and among Manufacturers and Traders Trust Company, Eclipse Resources Marketing, LP and the Administrative Agent,(c) that certain Amended and Restated Blocked Account Agreement, dated as of August 5, 2015, by and among Manufacturers and Traders TrustCompany, Eclipse Resources I, LP and the Administrative Agent and (d) that certain Deposit Account and Sweep Investment Control Agreement byand among Wells Fargo Bank, National Association, the Guarantors party thereto and the Administrative Agent.

Exhibit E - 1

EXHIBIT FFORM OF THIRD AMENDED AND RESTATED

GUARANTY AND COLLATERAL AGREEMENT

[Attached]

Exhibit F - 1

Execution Version

THIRD AMENDED AND RESTATEDGUARANTEE AND COLLATERAL AGREEMENT

made by

each of the Grantors (as defined herein)

in favor of

BANK OF MONTREAL,as Administrative Agent

Dated as of February 28, 2019

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2

Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions; References 3

ARTICLE II GUARANTEE 4

Section 2.01 Guarantee 4 Section 2.02 Payments 4

ARTICLE III GRANT OF SECURITY INTEREST 4

Section 3.01 Grant of Security Interest 4 Section 3.02 Transfer of Pledged Securities 6 Section 3.03 Grantors Remain Liable under Accounts, Chattel Paper and Payment Intangibles 6 Section 3.04 Pledged Securities 7

ARTICLE IV ACKNOWLEDGMENTS, WAIVERS AND CONSENTS 7

Section 4.01 Acknowledgments, Waivers and Consents 7 Section 4.02 No Subrogation, Contribution or Reimbursement 9

ARTICLE V REPRESENTATIONS AND WARRANTIES 9

Section 5.01 Representations in Credit Agreement 10 Section 5.02 Benefit to the Guarantor 10 Section 5.03 No Other Liens 10 Section 5.04 Perfected First Priority Liens 10 Section 5.05 Legal Name, Organizational Status, Chief Executive Office 10 Section 5.06 Prior Names and Addresses 11 Section 5.07 Pledged Securities 11 Section 5.08 Goods 11 Section 5.09 Instruments and Chattel Paper 11 Section 5.10 Truth of Information; Accounts 11 Section 5.11 Governmental Obligors 11

ARTICLE VI COVENANTS 11

Section 6.01 Covenants in Credit Agreement 11 Section 6.02 Maintenance of Perfected Security Interest; Further Documentation 12 Section 6.03 Further Identification of Collateral 13 Section 6.04 Changes in Locations, Name, etc 13 Section 6.05 Compliance with Contractual Obligations 13 Section 6.06 Pledged Securities 13 Section 6.07 Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts 14 Section 6.08 Analysis of Accounts, Etc 15 Section 6.09 Instruments and Tangible Chattel Paper 15 Section 6.10 Commercial Tort Claims 15 Section 6.11 Keepwell 16

ARTICLE VII REMEDIAL PROVISIONS 16

Section 7.01 Pledged Securities 16 Section 7.02 Collections on Accounts, Etc 17

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Section 7.03 Proceeds 17 Section 7.04 New York UCC and Other Remedies 18 Section 7.05 Private Sales of Pledged Securities 19 Section 7.06 Waiver; Deficiency 19 Section 7.07 Non-Judicial Enforcement 19

ARTICLE VIII THE ADMINISTRATIVE AGENT 19

Section 8.01 Administrative Agent’s Appointment as Attorney-in-Fact, Etc 19 Section 8.02 Duty of Administrative Agent 21 Section 8.03 Execution of Financing Statements 21 Section 8.04 Authority of Administrative Agent 22

ARTICLE IX SUBORDINATION OF INDEBTEDNESS 22

Section 9.01 Subordination of All Grantor Claims 22 Section 9.02 Claims in Bankruptcy 22 Section 9.03 Payments Held in Trust 22 Section 9.04 Liens Subordinate 23 Section 9.05 Notation of Records 23

ARTICLE X MISCELLANEOUS 23

Section 10.01 Waiver 23 Section 10.02 Notices 23 Section 10.03 Payment of Expenses, Indemnities, Etc 23 Section 10.04 Amendments in Writing 24 Section 10.05 Successors and Assigns 24 Section 10.06 Invalidity 24 Section 10.07 Counterparts 24 Section 10.08 Survival 24 Section 10.09 Captions 25 Section 10.10 No Oral Agreements 25 Section 10.11 Governing Law; Submission to Jurisdiction 25 Section 10.12 Acknowledgments 25 Section 10.13 Additional Grantors 26 Section 10.14 Set-Off 26 Section 10.15 Releases 26 Section 10.16 Reinstatement 27 Section 10.17 Acceptance 27 Section 10.18 Amendment and Restatement 27

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Schedules and Annexes Schedule 1 Notice Addresses of GuarantorsSchedule 2 Description of Pledged SecuritiesSchedule 3 Filings and Other Actions Required to Perfect Security InterestsSchedule 4

Legal Name, Location of Jurisdiction of Organization, Organizational Identification Number, Taxpayor Identification Number and ChiefExecutive Office

Schedule 5 Prior Names, Prior Chief Executive Office, Location of Tangible Assets

Annex I Acknowledgment and ConsentAnnex II Form of Assumption Agreement

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This THIRD AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT , dated as of February 28, 2019, is made byMONTAGE RESOURCES CORPORATION (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”), and each of the othersignatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, togetherwith any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, and until it is released from this Agreement inaccordance with and to the extent permitted under the Loan Documents, the “ Grantors ”), in favor of BANK OF MONTREAL, as administrative agent (insuch capacity, together with its successors in such capacity, the “ Administrative Agent ”), for the banks and other financial institutions (the “ Lenders ”)from time to time parties to the Third Amended and Restated Credit Agreement dated as of February 28, 2019 (as amended, restated, amended and restated,supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders and the Administrative Agent.

R E C I T A L S:

A. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of June 11, 2015 (as amended, restated, amendedand restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrower, theExisting Lenders and BMO, as administrative agent for the Existing Lenders.

B. In connection with the Existing Credit Agreement, the Grantors executed that certain Second Amended and Restated Guarantee and CollateralAgreement in favor BMO, as administrative agent for the Existing Lenders, dated as of July 6, 2015 (as amended, restated, amended and restated,supplemented or otherwise modified from time to time prior to the date hereof, the “ Existing Guarantee and Collateral Agreement ”).

C. Pursuant to the Credit Agreement, the Lenders have severally agreed to amend and restate the Existing Credit Agreement and to make extensionsof credit to the Borrower upon the terms and subject to the conditions set forth in the Credit Agreement.

D. The Borrower and/or certain of the Borrower’s Restricted Subsidiaries and certain Secured Swap Providers have or may enter into certain SwapAgreements.

E. The Borrower and/or certain of the Borrower’s Restricted Subsidiaries and certain Bank Products Providers have or may enter into certainagreements regarding Bank Products.

F. The Borrower is a member of an affiliated group of companies that includes each other Grantor.

G. The Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit fromthe execution of this Agreement and the making of the extensions of credit under the Credit Agreement and from the Swap Agreements and Bank Products.

H. It is a condition precedent to the amendment and restatement of the Existing Credit Agreement and to the obligation of the Lenders to make theirrespective loans and extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement tothe Administrative Agent for the benefit of the Secured Parties.

I. In consideration of the premises and to induce the Administrative Agent and the Lenders to amend and restate the Existing Credit Agreement andto enter into the Credit Agreement and to induce the Lenders to make their respective loans to and extensions of credit on behalf of the Borrower thereunder

and to enter into or provide Swap Agreement and Bank Products, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of theSecured Parties, to amend and restate the Existing Guarantee and Collateral Agreement as follows:

ARTICLE IDEFINITIONS

Section 1.01 Definitions .

(a) As used in this Agreement, each term defined herein shall have the meaning indicated herein. Unless otherwise defined herein, termsdefined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms as well as alluncapitalized terms which are defined in the New York UCC (whether or not capitalized or uncapitalized in the same manner therein) on the date hereof areused herein as so defined: Accounts, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Deposit Accounts, Documents, Electronic ChattelPaper, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of- Credit Rights, Payment Intangibles,Proceeds, Securities Accounts, Supporting Obligations, and Tangible Chattel Paper.

(b) The following terms shall have the following meanings:

“ Account Debtor ” shall mean a Person (other than any Grantor) obligated on an Account, Chattel Paper, or General Intangible.

“ Agreement ” shall mean this Third Amended and Restated Guarantee and Collateral Agreement, as the same may be amended, restated, amendedand restated supplemented or otherwise modified from time to time.

“ Collateral ” shall have the meaning assigned such term in Section 3.01 .

“ Excluded Accounts ” means (a) each Deposit Account all or substantially all of the deposits in which consist of amounts utilized to fund payroll,employee benefit or tax obligations of the Borrower and its Subsidiaries, (b) each Deposit Account for which the deposits of third parties are maintained,(c) escrow or fiduciary Deposit Accounts, (d) “zero balance” Deposit Accounts and (e) each Deposit Account for which the average daily balance in anycalendar month does not exceed $500,000; provided that the average daily balance in any calendar month for all such Deposit Accounts excluded pursuantto this clause (e) shall not exceed $2,000,000 in the aggregate.

“ Guarantors ” shall mean, collectively, each Grantor other than the Borrower.

“ Issuers ” shall mean, collectively, each Grantor or other Restricted Subsidiary of the Borrower that is an issuer of a Pledged Security.

“ New York UCC ” shall mean the Uniform Commercial Code, as it may be amended, from time to time in effect in the State of New York.

“ Paid In Full In Cash ” shall mean (a) the payment in full in cash of all principal, interest (including interest accruing during the pendency of aninsolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on allLoans outstanding under the Credit Agreement, (b) the payment in full in cash or posting of cash collateral in respect of all other obligations or amounts thatare outstanding under the Credit Agreement (other than any

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contingent indemnification or reimbursement obligation for which no claim has been made), including the posting of the cash collateral for outstandingLetters of Credit as required by the terms of the Credit Agreement, (c) the expiration or termination of all Commitments under the Credit Agreement,(d) payment in full in cash of all amounts due and owing (or posting of acceptable collateral in respect of all such obligations) under each Bank ProductsAgreement giving rise to Secured Obligations, and (e) payment in full in cash of all amounts due and owing (or posting of acceptable collateral in respect ofall such obligations) under, or the novation or termination of, each Swap Agreement giving rise to any Secured Obligations.

“ Pledged Securities ” shall mean: (a) all Equity Interests now owned or hereafter acquired by any Grantor, including, without limitation, the EquityInterests described or referred to in Schedule 2 ; and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash,stock or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and property from time to time received, receivable orotherwise distributed in respect of or in exchange for any or all of such Equity Interests, (iii) all replacements, additions to and substitutions for any of theproperty referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or onany of the property referred to in this definition and (v) all books and records relating to any of the property referred to in this definition.

“ Post-Default Rate ” shall mean the rate perannumprovided for in Section 3.02(c) of the Credit Agreement, but in no event to exceed the HighestLawful Rate.

“ Qualified Keepwell Provider ” shall mean, in respect of any Swap Obligation, each Grantor that, at the time the relevant guarantee (or grant of therelevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwiseconstitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another personto qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Secured Agreement ” shall mean any agreement giving rise to a Secured Obligation.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

Section 1.02 Other Definitional Provisions; References . The meanings given to terms defined herein shall be equally applicable to both the singularand plural forms of such terms. The gender of all words shall include the masculine, feminine, and neuter, as appropriate. The words “herein,” “hereof,”“hereunder” and other words of similar import when used in this Agreement refer to this Agreement as a whole, and not to any particular article, section orsubsection. Any reference herein to a Section shall be deemed to refer to the applicable Section of this Agreement unless otherwise stated herein. Anyreference herein to an exhibit, schedule or annex shall be deemed to refer to the applicable exhibit, schedule or annex attached hereto unless otherwisestated herein. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’sCollateral or the relevant part thereof. The use of the phrase “subject to” or words of like import as used in connection with Excepted Liens or otherwise andthe permitted existence of any Liens permitted by Section 9.03 of the Credit Agreement or any other Liens shall not be interpreted to expressly or impliedlysubordinate any Liens granted in favor of the Administrative Agent and the other Secured Parties as there is no intention to subordinate the Liens granted infavor of the Administrative Agent and the other Secured Parties. No provision of this Agreement or any other Loan Document shall be interpreted orconstrued against any Person solely because such Person or its legal representative drafted such provision.

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ARTICLE IIGUARANTEE

Section 2.01 Guarantee .

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for theratable benefit of the Secured Parties and each of their respective successors and permitted assigns, the prompt and complete payment and performance bythe Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee ofpayment and performance when due and not of collection and the liability of each Guarantor is primary and not secondary.

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder andunder the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state lawsrelating to the insolvency of debtors.

(c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of suchGuarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or anySecured Party hereunder.

(d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shallalso be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shallremain in full force and effect until the Secured Obligations are Paid In Full In Cash.

(e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by theAdministrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any actionor proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shallbe deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other thanany payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of theSecured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations arePaid In Full In Cash.

Section 2.02 Payments . Each Guarantor hereby agrees and guarantees that payments hereunder will be paid to the Administrative Agent withoutset-off or counterclaim in dollars that constitute immediately available funds at the principal office of the Administrative Agent specified pursuant to theCredit Agreement.

ARTICLE IIIGRANT OF SECURITY INTEREST

Section 3.01 Grant of Security Interest . Each Grantor hereby pledges, assigns and transfers to the Administrative Agent, and grants to theAdministrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the following property now owned or at any time hereafteracquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and whether now existing orhereafter coming into existence (collectively, the “ Collateral ”), as

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collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of theSecured Obligations:

(1) all Accounts;

(2) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper);

(3) all Commercial Tort Claims;

(4) all Deposit Accounts, all Commodity Accounts and all Securities Accounts;

(5) all Documents;

(6) all General Intangibles (including, without limitation, rights in and under any Swap Agreements);

(7) all Goods (including, without limitation, all Inventory and all Equipment);

(8) all Instruments;

(9) all Investment Property;

(10) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing);

(11) all Pledged Securities;

(12) all Supporting Obligations;

(13) all books and records pertaining to the Collateral;

(14) to the extent not otherwise included, any other property insofar as it consists of personal property of any kind or character defined in andsubject to the New York UCC; and

(15) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, income, royalties andother payments now or hereafter due and payable with respect to, and guarantees and supporting obligations relating to, any and all of the Collateral and, tothe extent not otherwise included, all payments of insurance (whether or not the Administrative Agent is the loss payee thereof), or any indemnity, warrantyor guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, all other claims, including all cash,guarantees and other Supporting Obligations given with respect to any of the foregoing.

Notwithstanding the foregoing, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of suchGrantor’s rights or interests in or under: (a) any permit, lease, license, contract or other agreement to which such Grantor is a party and any property of suchGrantor subject to a purchase money Lien, Capital Lease or similar arrangement permitted under the Credit Agreement and, in each case, such Grantor’srights and interests therein, to the extent that the grant of a security interest thereon (i) shall constitute or result in a breach of, a default under, aninvalidation of, a termination of, or the unenforceability of any right of such Grantor under, such permit, lease, license, contract or other agreement or theagreement governing such purchase money Lien, Capital Lease or similar arrangement, or (ii) requires the consent of, or creates a right of termination infavor of, any Person (other than such Grantor) with respect to such permit, lease, license, contract or other agreement or such agreement governing suchpurchase money Lien, Capital Lease or similar arrangement, provided , however , that the

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Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal provisions referred to above shall nolonger be applicable and to the extent severable, and shall attach immediately to any portion of such permit, lease, license, contract or other agreement orsuch property subject to a purchase money Lien, Capital Lease or similar arrangement, as applicable, not subject to the provisions specified in clauses (i) and (ii) above, (b) any motor vehicles or other certificated equipment, rolling stock or Excluded Account of a type described in clauses (a) through (c) ofthe definition thereof (for so long as it is an Excluded Account), (c) any (i) voting Equity Interests of any Subsidiary that is not a Domestic Subsidiarywhose Equity Interests are owned directly by the Borrower or a Domestic Subsidiary in excess of 65% of the total outstanding amount of any class of votingEquity Interests of such Subsidiary and (ii) Equity Interests of any Subsidiary that is not a Domestic Subsidiary whose Equity Interests are not owneddirectly by the Borrower or a Domestic Subsidiary, (d) any other property of any Credit Party and such Credit Party’s rights and interests therein, to theextent that, and only for so long as, the grant of a security interest hereunder thereon is prohibited by, or a violation of, applicable law or (e) any EquityInterests of any Unrestricted Subsidiary; provided that the exclusions referred to in clauses (a) and (d) shall not apply to the extent that such laws, rules,regulations, agreements, terms or provisions referred to therein (A) would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of theNew York UCC or the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including any debtor relief law or principle ofequity) or (B) have been waived or consent to the creation hereunder of a security interest in such property has otherwise been obtained; provided , furtherthat the exclusions referred to in clause (a) shall not include any proceeds (as defined in the New York UCC or the Uniform Commercial Code of anyrelevant jurisdiction) of such permit, lease, license, contract or other agreement or property, unless any assets constituting such proceeds are themselvessubject to the exclusions set forth in any of clauses (a) through (d) above. For the avoidance of doubt, insurance proceeds payable to the Borrower or any ofits Subsidiaries shall be received by any of them, as applicable, to the extent they constitute Collateral, and may be reinvested (by means of replacements,acquisition, repair, improvement, construction or development) in assets (including Equity Interests of a Person) in accordance with the terms of the CreditAgreement.

Section 3.02 Transfer of Pledged Securities . All certificates and instruments representing or evidencing the Pledged Securities shall be delivered toand held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and, in the case of an instrument or certificate inregistered form, shall be duly indorsed to the Administrative Agent or in blank by an effective indorsement (whether on the certificate or instrument or on aseparate writing), and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Administrative Agent.Notwithstanding the preceding sentence, all Pledged Securities must be delivered or transferred in such manner, and each Grantor shall take all such furtheraction as may be requested by the Administrative Agent, as to permit the Administrative Agent to be a “protected purchaser” to the extent of its securityinterest as provided in Section 8-303 of the New York UCC (if the Administrative Agent otherwise qualifies as a protected purchaser).

Section 3.03 Grantors Remain Liable under Accounts, Chattel Paper and Payment Intangibles . Anything herein to the contrary notwithstanding, eachGrantor shall remain liable under each of the Accounts, Chattel Paper and Payment Intangibles to observe and perform all the conditions and obligations tobe observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account, Chattel Paper or PaymentIntangible. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Account, Chattel Paper or PaymentIntangible (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any such otherSecured Party of any payment relating to such Account, Chattel Paper or Payment Intangible, pursuant hereto, nor shall the Administrative Agent or anyother Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account, Chattel Paper orPayment Intangible (or any agreement giving rise thereto), to make any

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payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any partyunder any Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to present or file any claim, to take any action to enforceany performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Section 3.04 Pledged Securities . The granting of the foregoing security interest does not make the Administrative Agent or any Secured Party asuccessor to Grantor as a partner or member in any Issuer that is a partnership, limited partnership or limited liability company, as applicable, and neitherthe Administrative Agent, any Secured Party, nor any of their respective successors or assigns hereunder shall be deemed to have become a partner ormember in any Issuer, as applicable, by accepting this Agreement or exercising any right granted herein unless and until such time, if any, when any suchPerson expressly becomes a partner or member in any Issuer, as applicable, and complies with any applicable transfer provisions set forth in the charter ororganizational documents relating to an applicable Pledged Security after a foreclosure thereon.

ARTICLE IVACKNOWLEDGMENTS, WAIVERS AND CONSENTS

Section 4.01 Acknowledgments, Waivers and Consents .

(a) Each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee of, and theprovision of collateral security for, the Secured Obligations, which obligations consist, in part, of the obligations of Persons other than such Grantor and thatsuch Grantor’s guarantee and provision of collateral security for the Secured Obligations are absolute, irrevocable and unconditional under any and allcircumstances, except as expressly provided herein or in any other Loan Document. In full recognition and furtherance of the foregoing, each Grantorunderstands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the LoanDocuments, that each Grantor shall remain obligated hereunder (including, without limitation, with respect to the guarantee made by such Grantor herebyand the collateral security provided by such Grantor herein) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, andthe rights, remedies, powers and privileges of the Administrative Agent and the other Secured Parties under this Agreement and the other Loan Documentsshall not be affected, limited, reduced, discharged or terminated in any way:

(i) notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor,(A) any demand for payment of any of the Secured Obligations made by the Administrative Agent or any other Secured Party may be rescinded by theAdministrative Agent or such other Secured Party and any of the Secured Obligations continued; (B) the Secured Obligations, the liability of any otherPerson upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole orin part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance inrespect thereof granted by, the Administrative Agent or any other Secured Party; (C) the Secured Agreements and any other documents executed anddelivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the RequiredLenders, the Majority Lenders or all Lenders, as the case may be) may deem advisable from time to time; (D) any Grantor or any other Person may fromtime to time accept or enter into new or additional agreements, security documents, guarantees or other instruments in addition to, in exchange for orrelative to, any Secured Agreement, all or any part of the Secured Obligations or any Collateral now or in the future serving as security for the SecuredObligations; (E) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the paymentof the Secured Obligations may be sold, exchanged, waived, surrendered or released; and (F) any other event shall occur which constitutes a defense orrelease of sureties generally; and

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(ii) without regard to, and each Grantor hereby expressly waives to the fullest extent permitted by law any defense now or in thefuture arising by reason of, (A) the illegality, invalidity or unenforceability of the Credit Agreement, any other Secured Agreement, any of the SecuredObligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by theAdministrative Agent or any other Secured Party, (B) any defense, set-off or counterclaim (other than a defense of payment or performance) which may atany time be available to or be asserted by any Grantor or any other Person against the Administrative Agent or any other Secured Party, (C) the insolvency,bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Grantor or any other Person atany time liable for the payment of all or part of the Secured Obligations or the failure of the Administrative Agent or any other Secured Party to file orenforce a claim in bankruptcy or other proceeding with respect to any Person; or any sale, lease or transfer of any or all of the assets of the any Grantor, orany changes in the shareholders of any Grantor; (D) the fact that any Collateral or Lien contemplated or intended to be given, created or granted as securityfor the repayment of the Secured Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien,it being recognized and agreed by each of the Grantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, thevalidity, enforceability, collectability or value of any of the Collateral for the Secured Obligations; (E) any failure of the Administrative Agent or any otherSecured Party to marshal assets in favor of any Grantor or any other Person, to exhaust any collateral for all or any part of the Secured Obligations, topursue or exhaust any right, remedy, power or privilege it may have against any Grantor or any other Person or to take any action whatsoever to mitigate orreduce any Grantor’s liability under this Agreement or any other Secured Agreement; (F) any law which provides that the obligation of a surety or guarantormust neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation inproportion to the principal obligation; (G) the possibility that the Secured Obligations may at any time and from time to time exceed the aggregate liabilityof such Grantor under this Agreement; or (H) any other circumstance or act whatsoever, including any act or omission of the type described in Section 4.01(a)(i) (with or without notice to or knowledge of any Grantor), which constitutes, or might be construed to constitute, an equitable or legal discharge ordefense of the Borrower for the Secured Obligations, or of such Grantor under the guarantee contained in Article II or with respect to the collateral securityprovided by such Grantor herein, or which might be available to a surety or guarantor, in bankruptcy or in any other instance.

(b) Each Grantor hereby waives to the extent permitted by law: (i) except as expressly provided otherwise in any Loan Document, all noticesto such Grantor, or to any other Person, including but not limited to, notices of the acceptance of this Agreement, the guarantee contained in Article II or theprovision of collateral security provided herein, or the creation, renewal, extension, modification, accrual of any Secured Obligations, or notice of or proofof reliance by the Administrative Agent or any other Secured Party upon the guarantee contained in Article II or upon the collateral security providedherein, or of default in the payment or performance of any of the Secured Obligations owed to the Administrative Agent or any other Secured Party andenforcement of any right or remedy with respect thereto; or notice of any other matters relating thereto; the Secured Obligations, and any of them, shallconclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained inArticle II and the collateral security provided herein and no notice of creation of the Secured Obligations or any extension of credit already or hereaftercontracted by or extended to the Borrower need be given to any Grantor; and all dealings between the Borrower and any of the Grantors, on the one hand,and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummatedin reliance upon the guarantee contained in Article II and on the collateral security provided in this Agreement; (ii) diligence and demand of payment,

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presentment, protest, dishonor and notice of dishonor; (iii) any statute of limitations affecting any Grantor’s liability hereunder or the enforcement thereof;(iv) all rights of revocation with respect to the Secured Obligations, the guarantee contained in Article II and the provision of collateral security herein; and(v) all principles or provisions of law which conflict with the terms of this Agreement and which can, as a matter of law, be waived.

(c) When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor, the AdministrativeAgent or any other Secured Party may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights andremedies as it may have against the Borrower, any other Grantor or any other Person or against any collateral security or guarantee for the SecuredObligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Secured Party to make any such demand, topursue such other rights or remedies or to collect any payments from the Borrower, any other Grantor or any other Person or to realize upon any suchcollateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Grantor or any other Person or any such collateralsecurity, guarantee or right of offset, shall not relieve any Grantor of any obligation or liability hereunder, and shall not impair or affect the rights andremedies, whether express, implied or available as a matter of law, of the Administrative Agent or any other Secured Party against any Grantor. For thepurposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Other than as set forth herein or in any applicableSecured Agreement, neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien atany time held by it as security for the Secured Obligations or for the guarantee contained in Article II or any property subject thereto.

Section 4.02 No Subrogation, Contribution or Reimbursement . Notwithstanding any payment made by any Grantor hereunder or any set-off orapplication of funds of any Grantor by the Administrative Agent or any other Secured Party, no Grantor shall be entitled to be subrogated to any of therights of the Administrative Agent or any other Secured Party against the Borrower or any other Grantor or any collateral security or guarantee or right ofoffset held by the Administrative Agent or any other Secured Party for the payment of the Secured Obligations, nor shall any Grantor seek or be entitled toseek any indemnity, exoneration, participation, contribution or reimbursement from the Borrower or any other Grantor in respect of payments made by suchGrantor hereunder, and each Grantor hereby expressly waives, releases, and agrees not to exercise any and all such rights of subrogation, reimbursement,indemnity and contribution, in each case, until all Secured Obligations are Paid In Full In Cash. Each Grantor further agrees that to the extent that suchwaiver and release set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation,reimbursement, indemnity and contribution such Grantor may have against the Borrower, any other Grantor or against any collateral or security orguarantee or right of offset held by the Administrative Agent or any other Secured Party shall be junior and subordinate to any rights the AdministrativeAgent and the other Secured Parties may have against the Borrower and such Grantor and to all right, title and interest the Administrative Agent and theother Secured Parties may have in any collateral or security or guarantee or right of offset. The Administrative Agent, for the benefit of the Secured Parties,may use, sell or dispose of any item of Collateral or security as it sees fit without regard to any subrogation rights any Grantor may have, and upon anydisposition or sale, any rights of subrogation any Grantor may have shall terminate.

ARTICLE VREPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the other Secured Parties to enter into the Credit Agreement and to induce the Lenders to make theirrespective extensions of credit to the Borrower thereunder and to induce the Secured Parties to enter into other Secured Agreements, each Grantor hereby

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represents and warrants to the Administrative Agent and each other Secured Party, as such representation and warranty relates to such Grantor, that:

Section 5.01 Representations in Credit Agreement . In the case of each Guarantor, the representations and warranties set forth in Article VII of theCredit Agreement as they relate to such Guarantor (in its capacity as a Subsidiary of the Borrower) or to the Loan Documents to which such Guarantor is aparty are true and correct in all material respects (except that (i) to the extent any such representations and warranties are expressly limited to an earlier date,such representations and warranties are true and correct in all material respects as of such specified earlier date and (ii) to the extent that any suchrepresentation and warranty is qualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects), provided thateach reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 5.01 , be deemed to be areference to such Guarantor’s knowledge and, with respect to any representation or warranty made on a consolidated or taken as a whole basis, suchrepresentation or warranty is true and correct in all material respects on such consolidated or taken as a whole basis.

Section 5.02 Benefit to the Guarantor . The Borrower is a member of an affiliated group of companies that includes each Guarantor, and the Borrowerand the Guarantors are engaged in related businesses. Each Guarantor is a Subsidiary of the Borrower and, after taking into account all rights of contributionof each Grantor against other Grantors, if any, under this Agreement, at law, in equity or otherwise, its guaranty and surety obligations pursuant to thisAgreement reasonably may be expected to benefit, directly or indirectly, it; and it has determined that this Agreement is necessary and convenient to theconduct, promotion and attainment of the business of such Guarantor and the Borrower.

Section 5.03 No Other Liens . No financing statement or other public notice with respect to all or any part of the Collateral in which such Grantorhas a right is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, or in favor of the AdministrativeAgent (as defined in the Existing Credit Agreement), for the ratable benefit of the Secured Parties, pursuant to this Agreement, the Security Instruments oras are filed to secure Liens permitted by Section 9.03 of the Credit Agreement.

Section 5.04 Perfected First Priority Liens . The security interests granted pursuant to this Agreement (a) upon completion of the filings and otheractions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to theAdministrative Agent in completed and, if required, duly executed form, except to the extent otherwise set forth on said Schedule) will constitute validperfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral securityfor such Grantor’s obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by(i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the possession of such Collateral under applicable laws ofthe United States or of any state thereof or (iii) execution and delivery by the applicable Grantor, the applicable depositary institution and theAdministrative Agent of a Control Agreement granting control to the Administrative Agent over such Collateral that is a Deposit Account (other than anyExcluded Account), against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to allother Liens on the Collateral, except for Liens permitted by Section 9.03 of the Credit Agreement.

Section 5.05 Legal Name, Organizational Status, Chief Executive Office . On the date hereof, the correct legal name of such Grantor, such Grantor’sjurisdiction of organization, organizational number, taxpayor identification number and the location of such Grantor’s chief executive office or sole place ofbusiness are specified on Schedule 4 .

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Section 5.06 Prior Names and Addresses . Schedule 5 correctly sets forth (a) all names and trade names that such Grantor has used in the last fiveyears and (b) the chief executive office of such Grantor over the last five years (if different from that which is set forth in Section 5.05 above).

Section 5.07 Pledged Securities . The shares (or such other interests) of Pledged Securities pledged by such Grantor hereunder constitute all the issuedand outstanding shares (or such other interests) of all classes of the capital stock or other Equity Interests of each Issuer owned by such Grantor, and all suchshares (or such other interests) of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable (other than PledgedSecurities consisting of limited liability company interests or partnership interests, which cannot be fully paid and are nonassessable); and such Grantor isthe record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens except Excepted Liens oroptions in favor of, or claims of, any other Person, except the security interest created by this Agreement. Except as set forth on Schedule 2 , no PledgedSecurities are certificated or is a security under Section 8-103 of the New York UCC as of the date hereof.

Section 5.08 Goods . No portion of the Collateral constituting Goods with a value in excess of $500,000 is in the possession of a bailee that hasissued a negotiable or non-negotiable document covering such Collateral.

Section 5.09 Instruments and Chattel Paper . Such Grantor has delivered to the Administrative Agent all Collateral constituting Instruments andChattel Paper which the Administrative Agent has requested such Grantor to deliver to it. No Collateral constituting Chattel Paper or Instruments containsany statement therein to the effect that such Collateral has been assigned to an identified party other than the Administrative Agent, and the grant of asecurity interest in such Collateral in favor of the Administrative Agent hereunder does not violate the rights of any other Person as a secured party.

Section 5.10 Truth of Information; Accounts . All information with respect to the Collateral set forth in any schedule, certificate or other writing atany time heretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party, and all other written informationheretofore or hereafter furnished by such Grantor to the Administrative Agent or any other Secured Party is and will be true and correct in all materialrespects as of the date furnished. Until the Borrower notifies, in writing, the Administrative Agent otherwise, the place where each Grantor keeps its recordsconcerning the Accounts, Chattel Paper and Payment Intangibles is set forth on Schedule 4 .

Section 5.11 Governmental Obligors . None of the Account Debtors on such Grantor’s Accounts, Chattel Paper or Payment Intangibles is aGovernmental Authority.

ARTICLE VICOVENANTS

Each Grantor covenants and agrees with the Administrative Agent and the other Secured Parties that, as it relates to such Grantor, from and after thedate of this Agreement until the Secured Obligations shall have been Paid In Full In Cash:

Section 6.01 Covenants in Credit Agreement . In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case maybe, each action that is necessary to be taken or not taken, as the case may be, by it under the Loan Documents so that no Default or Event of Default iscaused by its failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

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Section 6.02 Maintenance of Perfected Security Interest; Further Documentation .

(a) Such Grantor shall maintain the security interest created by it under this Agreement as a perfected security interest having at least thepriority described in Section 5.04 (to the extent such perfection is required by this Agreement) and shall defend such security interest against the claims anddemands of all Persons whomsoever except for Liens permitted by Section 9.03 of the Credit Agreement.

(b) At any time and from time to time, upon the request of the Administrative Agent or any other Secured Party, and at the sole expense ofsuch Grantor, such Grantor will promptly and duly give, execute, deliver, indorse, file or record any and all financing statements, continuation statements,amendments, notices (including, without limitation, notifications to financial institutions and any other Person), contracts, agreements, assignments,certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take or cause to be taken any and all steps oracts that may be necessary or advisable or as the Administrative Agent may reasonably request to create, perfect, establish the priority described in Section 5.04 of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any otherSecured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve thefull benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the Grantors under Section 6.02(b) :

(i) upon the request of the Administrative Agent or any other Secured Party (which request, in the case of Collateral constitutingDeposit Accounts, the Administrative Agent agrees to make promptly upon receipt of the notice referred to in Section 6.02(c)(i)(A) from the applicableGrantor), such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any Lender)requested by the Administrative Agent to cause the Administrative Agent to:

(A) have “control” (within the meaning of Sections 8-106, 9-104, 9- 105, 9-106, and 9-107 of the New York UCC) over any Collateralconstituting (1) Deposit Accounts (other than any Excluded Account for so long as it is an Excluded Account) and (2) Electronic Chattel Paper,Investment Property (including the Pledged Securities), or Letter-of-Credit Rights, in each case in this Section 6.02(c)(i)(A)(2) , with a value inexcess of $500,000, including in either case in this Section 6.02(c)(i)(A) , without limitation, by executing and delivering any agreements, in formand substance satisfactory to the Administrative Agent, with depository banks, securities intermediaries, issuers or other Persons in order to establish“control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any suchCollateral; provided that, (x) any such agreement shall provide that the depository bank or securities intermediary (or any Person acting in a similarcapacity) shall comply with instructions originated by the Administrative Agent after the occurrence of an Event of Default with respect to thedisposition of funds without further consent of such Grantor and (y) so long as no Event of Default has occurred that is continuing, the AdministrativeAgent will not exercise its rights and remedies under any such agreement, and

(B) be a “protected purchaser” (as defined in Section 8-303 of the New York UCC);

(ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person otherthan such Grantor or the Administrative Agent, such Grantor shall use commercially reasonable efforts to obtain written acknowledgment that such Personholds possession for the Administrative Agent’s benefit; and

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(iii) with respect to any Collateral constituting Goods with a value in excess of $500,000 that are in the possession of a bailee, suchGrantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee,and such Grantor shall take or cause to be taken all commercially reasonable actions (other than any actions required to be taken by the AdministrativeAgent or any other Secured Party) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected securityinterest in such Collateral under applicable law.

(d) This Section 6.02 and the obligations imposed on each Grantor by this Section 6.02 shall be interpreted as broadly as possible in favor ofthe Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Section 6.03 Further Identification of Collateral . Such Grantor will furnish to the Administrative Agent and the Lenders from time to time, at suchGrantor’s sole cost and expense, statements and schedules further identifying and describing the Collateral and such other reports in connection with theCollateral as the Administrative Agent may reasonably request, all in reasonable detail.

Section 6.04 Changes in Locations, Name, etc . Such Grantor recognizes that financing statements pertaining to the Collateral have been or may befiled where such Grantor maintains any Collateral or is organized. Without limitation of any other covenant herein, such Grantor will not cause or permitany change to be made (a) in its company name or in any trade name used to identify such Grantor in the conduct of its business or in the ownership of itsProperties, (b) in the location of its chief executive office or principal place of business, (c) in its identity or corporate structure or in the jurisdiction inwhich such Grantor is incorporated, formed or otherwise organized, or (d) in its organizational identification number in such jurisdiction of organization,unless such Grantor shall have first (i) notified the Administrative Agent of such change at least thirty (30) days prior to the effective date of such change(or such shorter period as agreed by the Administrative Agent and the Borrower which permits the Administrative Agent to take timely any applicablerequired steps or action), and (ii) taken all action reasonably requested by the Administrative Agent for the purpose of maintaining the perfection andpriority of the Administrative Agent’s security interests under this Agreement. In any notice furnished pursuant to this Section 6.04 , such Grantor willexpressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financingstatements or other notices for the purposes of continuing perfection of the Administrative Agent’s security interest in the Collateral.

Section 6.05 Compliance with Contractual Obligations . Such Grantor will perform and comply in all material respects with all its contractualobligations relating to the Collateral (including, without limitation, with respect to the goods or services, the sale or lease or rendition of which gave rise orwill give rise to each Account).

Section 6.06 Pledged Securities .

(a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation,any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or anycertificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer,whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged Securities, or otherwisein respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent anddeliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required,together with an undated stock power or other equivalent instrument of transfer acceptable to the Administrative Agent covering

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such certificate or instrument duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held bythe Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.

(b) Without the prior written consent of the Administrative Agent, such Grantor will not (i) unless otherwise permitted hereby, vote to enable,or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertibleinto or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange orotherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted bythe Credit Agreement), (iii) create, incur or permit to exist any Lien except for Excepted Liens or option in favor of, or any claim of any Person with respectto, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into anyagreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Securitiesor Proceeds thereof.

(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to thePledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agentpromptly in writing of the occurrence of any of the events described in Section 6.06(a) with respect to the Pledged Securities issued by it and (iii) the termsof Section 7.01(c) and Section 7.05 shall apply to it, mutatismutandis, with respect to all actions that may be required of it pursuant to Section 7.01(c) orSection 7.05 with respect to the Pledged Securities issued by it. Each Grantor will use commercially reasonable efforts to have each non-Grantor Issuerexecute and deliver an Acknowledgment and Consent substantially in the form of Annex I . In addition, each Grantor which is also either an Issuer or anowner of any Pledged Securities consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and tothe transfer of any Pledged Securities to the Administrative Agent or its nominee following the occurrence and during the continuation of an Event ofDefault and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related PledgedSecurities.

(d) Such Grantor shall furnish to the Administrative Agent such stock powers and other equivalent instruments of transfer as may be requiredby the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities when and as often as may bereasonably requested by the Administrative Agent.

(e) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereofowned by any Grantor. Each Grantor will not permit any Issuer of any of the Pledged Securities to issue any new shares (or other interests) of any class ofcapital stock or other Equity Interests of such Issuer without the prior written consent of the Administrative Agent unless immediately upon issuance thesame are pledged and, if applicable, delivered to Administrative Agent pursuant to the terms hereof to the extent necessary to give Administrative Agent afirst priority security interest after such issue in at least the same percentage of such Issuer’s outstanding shares or other interests as Grantor had before suchissue.

Section 6.07 Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to Accounts . Such Grantor will not (a) amend, modify,terminate or waive any provision of any Chattel Paper, Instrument or any agreement giving rise to an Account or Payment Intangible with a value in excessof $500,000 in any manner which could reasonably be expected to materially adversely affect the value of such Chattel Paper, Instrument, PaymentIntangible or Account as Collateral, or (b) fail to exercise promptly and diligently each and every material right which it may have under any Chattel Paper,Instrument and

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each agreement giving rise to an Account or Payment Intangible with a value in excess of $500,000 (other than any right of termination). Such Grantor shalldeliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any Chattel Paper, Instrumentor any agreement giving rise to an Account or Payment Intangible with a value in excess of $500,000.

Section 6.08 Analysis of Accounts, Etc . Upon reasonable prior notice, the Administrative Agent shall have the right from time to time to make testverifications of the Accounts, Chattel Paper and Payment Intangibles in any manner and through any medium that it reasonably considers advisable, andeach Grantor, at such Grantor’s sole cost and expense, shall furnish all such assistance and information as the Administrative Agent may reasonably requirein connection therewith ( provided that if the Administrative Agent or its representatives conduct more than one (1) such inspection during any twelve-month period, any expenses incurred by the Administrative Agent or its representatives for such inspections (other than the first such inspection during suchperiod by such Person) shall be borne by such Person if an Event of Default does not then exist). At any time and from time to time, upon theAdministrative Agent’s request and at the expense of each Grantor, such Grantor shall furnish to the Administrative Agent reports showing reconciliations,aging and test verifications of, and trial balances for, the Accounts, Chattel Paper and Payment Intangibles, and such original and other documentsevidencing, and relating to, the agreements and transactions which gave rise to the Accounts, Chattel Paper and Payment Intangibles, including, withoutlimitation, original orders, invoices and shipping receipts as the Administrative Agent may reasonably request.

Section 6.09 Instruments and Tangible Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or becomeevidenced by any Instrument or Tangible Chattel Paper with a value in excess of $500,000, such Grantor will promptly notify the Administrative Agent and,if requested by the Administrative Agent, deliver such Instrument or Tangible Chattel Paper to the Administrative Agent, duly endorsed in a mannersatisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

Section 6.10 Commercial Tort Claims . If such Grantor shall at any time hold or acquire a Commercial Tort Claim that satisfies the requirements ofthe following sentence, such Grantor shall, within thirty (30) days after such Commercial Tort Claim satisfies such requirements, notify the AdministrativeAgent in a writing signed by such Grantor containing a brief description thereof, and granting to the Administrative Agent in such writing (for the benefit ofthe Secured Parties) a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form andsubstance satisfactory to the Administrative Agent for purposes only of perfecting its security interest therein. The provisions of the preceding sentenceshall apply only to a Commercial Tort Claim that satisfies the following requirements: (a) the monetary value claimed by or payable to the relevant Grantorin connection with such Commercial Tort Claim shall exceed $500,000, and (b) either (i) such Grantor shall have filed a law suit or counterclaim orotherwise commenced legal proceedings (including, without limitation, arbitration proceedings) against the Person against whom such Commercial TortClaim is made, or (ii) such Grantor and the Person against whom such Commercial Tort Claim is asserted shall have entered into a settlement agreementwith respect to such Commercial Tort Claim. In addition, to the extent that the existence of any Commercial Tort Claim held or acquired by any Grantor isdisclosed by such Grantor in any public filing with the Securities Exchange Commission or any successor thereto or analogous Governmental Authority, orto the extent that the existence of any such Commercial Tort Claim is disclosed in any press release issued by any Grantor, then, upon the request of theAdministrative Agent, the relevant Grantor shall, within thirty (30) days after such request is made, transmit to the Administrative Agent a writing signed bysuch Grantor containing a brief description of such Commercial Tort Claim and granting to the Administrative Agent in such writing (for the benefit of theSecured Parties) a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substancesatisfactory to the Administrative Agent for the purposes only of perfecting its security interest therein.

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Section 6.11 Keepwell . Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally and irrevocably undertakes toprovide such funds or other support as may be needed from time to time by each other Grantor to honor all of its obligations under this Agreement inrespect of Swap Obligations ( provided , however , that each Qualified Keepwell Provider shall only be liable under this Section 6.11 for the maximumamount of such liability that can be hereby incurred without rendering its obligations under this Section 6.11 , or otherwise under this Agreement, voidableunder applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified KeepwellProvider under this Section 6.11 shall remain in full force and effect until the Secured Obligations are Paid In Full In Cash. Each Qualified KeepwellProvider intends that this Section 6.11 constitute, and this Section 6.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for thebenefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE VIIREMEDIAL PROVISIONS

Section 7.01 Pledged Securities .

(a) Unless an Event of Default exists and the Administrative Agent shall have given notice to the relevant Grantor of the AdministrativeAgent’s intent to exercise its corresponding rights pursuant to Section 7.01(b) , each Grantor shall be permitted to receive all cash dividends paid in respectof the Pledged Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the Credit Agreement, and to exercise allvoting, corporate and other rights with respect to the Pledged Securities.

(b) If an Event of Default exists, then at any time in the Administrative Agent’s discretion without notice (except as herein otherwiseexpressly provided), (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect ofthe Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or allof the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee maythereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body)of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or optionspertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and allof the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of anyIssuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and inconnection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or otherdesignated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actuallyreceived by it and as otherwise set forth herein, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege oroption and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuerparty hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event ofDefault

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exists and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantoragrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other paymentswith respect to the Pledged Securities directly to the Administrative Agent.

(d) If during the existence of an Event of Default the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership,custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise thevoting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuershall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such votingand other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not beresponsible for any failure to do so or delay in so doing.

Section 7.02 Collections on Accounts, Etc . The Administrative Agent hereby authorizes each Grantor to collect upon the Accounts, Instruments,Chattel Paper and Payment Intangibles subject to the Administrative Agent’s Lien, and the Administrative Agent may curtail or terminate said authority atany time during the existence of an Event of Default. Upon the request of the Administrative Agent at any time during the existence of an Event of Default,each Grantor shall notify the Account Debtors that the applicable Accounts, Chattel Paper and Payment Intangibles have been assigned to theAdministrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent.During the existence of a Default or Event of Default, the Administrative Agent may in its own name or in the name of others communicate with theAccount Debtors to verify with them to its satisfaction the existence, amount and terms of any Accounts, Chattel Paper or Payment Intangibles.

Section 7.03 Proceeds . If required by the Administrative Agent at any time during the existence of an Event of Default, any payments of Accounts,Instruments, Chattel Paper and Payment Intangibles, when collected or received by each Grantor, and any other cash or non-cash Proceeds received by eachGrantor upon the sale or other disposition of any Collateral, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor inthe exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a special collateral account maintained by theAdministrative Agent, subject to withdrawal by the Administrative Agent for the ratable benefit of the Secured Parties only, as hereinafter provided, and,until so turned over, shall be held by such Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties, segregated from otherfunds of any such Grantor. Each deposit of any such Proceeds shall be accompanied by a report identifying in reasonable detail the nature and source of thepayments included in the deposit. All Proceeds (including, without limitation, Proceeds constituting collections of Accounts, Chattel Paper, Instruments)while held by the Administrative Agent (or by any Grantor in trust for the Administrative Agent for the ratable benefit of the Secured Parties) shall continueto be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. At such intervals asmay be agreed upon by each Grantor and the Administrative Agent, or, if an Event of Default exists, at any time at the Administrative Agent’s election, theAdministrative Agent shall apply all or any part of the funds on deposit in said special collateral account on account of the Secured Obligations in suchorder as the Administrative Agent may elect, and any part of such funds which the Administrative Agent elects not so to apply and deems not required ascollateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to each Grantor or to whomsoever may belawfully entitled to receive the same.

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Section 7.04 New York UCC and Other Remedies .

(a) If an Event of Default exists, the Administrative Agent, on behalf of the Secured Parties, may exercise in its discretion, in addition to allother rights, remedies, powers and privileges granted to them in this Agreement, any other Secured Agreement, all rights, remedies, powers and privilegesof a secured party under the New York UCC (whether the New York UCC is in effect in the jurisdiction where such rights, remedies, powers or privilegesare asserted) or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the Administrative Agent(or its agent), without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required bylaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in suchcircumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give optionor options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcelsat public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon suchterms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of anycredit risk. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law,upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor,which right or equity is hereby waived and released. If an Event of Default exists, each Grantor further agrees, at the Administrative Agent’s request, toassemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at suchGrantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free fromany claim of right by Grantor, including any equity or right of redemption, stay or appraisal which Grantor has or may have under any rule of law,regulation or statute now existing or hereafter adopted. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign andtransfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action takenby it pursuant to this Section 7.04 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the careor safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Partieshereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, inaccordance with Section 10.02 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any otheramount required by any provision of law, including, without limitation, Section 9-615 of the New York UCC, need the Administrative Agent account forthe surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire againstthe Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or otherdisposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or otherdisposition.

(b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of orutilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towardspayment of the Secured Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in acommercially reasonable manner. The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale ortransfer of the Collateral.

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Section 7.05 Private Sales of Pledged Securities . Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of anyor all the Pledged Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may becompelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquiresuch securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that anysuch private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees thatany such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation todelay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under theSecurities Act, or under applicable state securities laws, even if such Issuer would agree to do so. Each Grantor agrees to use its commercially reasonableefforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion of the Pledged Securitiespursuant to this Section 7.05 valid and binding and in compliance with any and all other applicable Governmental Requirements. Each Grantor furtheragrees that a breach of any of the covenants contained in this Section 7.05 will cause irreparable injury to the Administrative Agent and the other SecuredParties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, thateach and every covenant contained in this Section 7.05 shall be specifically enforceable against such Grantor, and, to the maximum extent permitted byapplicable law, such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Section 7.06 Waiver; Deficiency . Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under the New YorkUCC or any other applicable law. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral areinsufficient to pay its Secured Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any other SecuredParty to collect such deficiency.

Section 7.07 Non-Judicial Enforcement . The Administrative Agent may enforce its rights hereunder without prior judicial process or judicial hearing,and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Administrative Agent toenforce its rights by judicial process.

ARTICLE VIIITHE ADMINISTRATIVE AGENT

Section 8.01 Administrative Agent’s Appointment as Attorney-in-Fact, Etc .

(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power ofsubstitution, as its true and lawful attorney-in- fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of suchGrantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute anyand all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, and, without limiting thegenerality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assentby such Grantor, to do any or all of the following:

(i) Pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance calledfor by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

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(ii) execute, in connection with any sale provided for in Section 7.04 or Section 7.0 5, any endorsements, assignments or otherinstruments of conveyance or transfer with respect to the Collateral; and

(iii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to becomedue thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (B) take possession of and indorse and collect any checks,drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible, Chattel Paper or PaymentIntangible or with respect to any other Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwisedeemed appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Account, Instrument or GeneralIntangible or with respect to any other Collateral whenever payable; (C) ask or demand for, collect, and receive payment of and receipt for, any and allmoneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (D) sign and indorse any invoices, freightor express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connectionwith any of the Collateral; (E) receive, change the address for delivery, open and dispose of mail addressed to any Grantor, and to execute, assign andindorse negotiable and other instruments for the payment of money, documents of title or other evidences of payment, shipment or storage for any form ofCollateral on behalf of and in the name of any Grantor; (F) commence and prosecute any suits, actions or proceedings at law or in equity in any court ofcompetent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (G) defend any suit, actionor proceeding brought against such Grantor with respect to any Collateral; (H) settle, compromise or adjust any such suit, action or proceeding and, inconnection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; and (I) to the extent permitted, and in the mannerrequired, by the New York UCC generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral asfully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option andsuch Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realizeupon the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all asfully and effectively as such Grantor might do.

Anything in this Section 8.01(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not, and will not permit any of its officers oragents to, exercise any rights under the power of attorney provided for in this Section 8.01(a) unless an Event of Default exists.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, theAdministrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with suchagreement.

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 8.01 , together withinterest on the unpaid portion thereof at the Post- Default Rate from the date of payment by the Administrative Agent to the date reimbursed by the relevantGrantor, shall be payable jointly and severally by such Grantor to the Administrative Agent on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance hereof. All powers,authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the securityinterests created hereby are released.

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Section 8.02 Duty of Administrative Agent . The Administrative Agent’s sole duty with respect to the custody, safekeeping andphysical preservation of the Collateral in its possession, under Section 9- 207 of the New York UCC or otherwise, shall be to deal with it in the samemanner as the Administrative Agent deals with similar property for its own account and shall be deemed to have exercised reasonable care in the custodyand preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured partiesaccord comparable collateral. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agentsshall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell orotherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateralor any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the AdministrativeAgent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party toexercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as aresult of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents (collectively, the “ Indemnitees ”) shall beresponsible to any Grantor for any act or failure to act hereunder, NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OFEVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR ANOMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT(SECOND) OF TORTS OR RESTATEMENT (THIRD) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OFSTRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCHEXCULPATION SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS,DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINALAND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCHINDEMNITEE . To the fullest extent permitted by applicable law, the Administrative Agent shall be under no duty whatsoever to make or give anypresentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or othernotice or demand in connection with any Collateral or the Secured Obligations, or to take any steps necessary to preserve any rights against any Grantor orother Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral,whether or not it has or is deemed to have knowledge of such matters. Each Grantor, to the extent permitted by applicable law, waives any right ofmarshaling in respect of any and all Collateral, and waives any right to require the Administrative Agent or any other Secured Party to proceed against anyGrantor or other Person, exhaust any Collateral or enforce any other remedy which the Administrative Agent or any other Secured Party now has or mayhereafter have against each Grantor, any Grantor or other Person.

Section 8.03 Execution of Financing Statements . Pursuant to the New York UCC and any other applicable law, each Grantor authorizes theAdministrative Agent, its counsel or its representative, at any time and from time to time, to file or record financing statements, continuation statements,amendments thereto and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such formand in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of theAdministrative Agent under this Agreement. Additionally, each Grantor authorizes the Administrative Agent, its counsel or its representative, at any timeand from time to time, to file or record such financing statements that describe the collateral covered thereby as “all assets of the Grantor”, “all personalproperty of the Grantor” or words of similar effect. A photographic or other reproduction of this Agreement shall be sufficient as afinancing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. In no event shall the above authorizationsbe deemed to be obligations.

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Section 8.04 Authority of Administrative Agent . Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent underthis Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option,voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between theAdministrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may existfrom time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to beacting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, orentitlement, to make any inquiry respecting such authority.

ARTICLE IXSUBORDINATION OF INDEBTEDNESS

Section 9.01 Subordination of All Grantor Claims . As used herein, the term “ Grantor Claims ” shall mean all debts and obligations of any Grantor toany other Grantor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct,contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract,open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or mayhereafter be created, or the manner in which they have been or may hereafter be acquired by. During the existence of an Event of Default, no Grantor shallreceive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Grantor Claims.

Section 9.02 Claims in Bankruptcy . In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvencyproceedings involving any Grantor, the Administrative Agent on behalf of the Secured Parties shall have the right to prove their claim in any proceeding, soas to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwisebe payable upon Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the SecuredParties for application against the Secured Obligations as provided under Section 10.02 of the Credit Agreement. Should any Agent or Secured Partyreceive, for application upon the Secured Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as betweensuch Grantor, shall constitute a credit upon the Grantor Claims, then upon Payment in Full In Cash of the Secured Obligations, the intended recipient shallbecome subrogated to the rights of the Administrative Agent and the other Secured Parties to the extent that such payments to the Administrative Agent andthe other Secured Parties on the Grantor Claims have contributed toward the liquidation of the Secured Obligations, and such subrogation shall be withrespect to that proportion of the Secured Obligations which would have been unpaid if the Administrative Agent and the other Secured Parties had notreceived dividends or payments upon the Grantor Claims.

Section 9.03 Payments Held in Trust . In the event that notwithstanding Section 9.01 and Section 9.02 , any Grantor should receive any funds,payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent an amount equal tothe amount of all funds, payments, claims or distributions so received, and (b) that it shall have absolutely no dominion over the amount of such funds,payments, claims or distributions except to pay them promptly to the Administrative Agent, for the benefit of the Secured Parties; and each Grantorcovenants promptly to pay the same to the Administrative Agent.

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Section 9.04 Liens Subordinate . Each Grantor agrees that, until the Secured Obligations are Paid In Full In Cash, any Liens granted by a Grantor tosecure payment of the Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Secured Obligations, regardless ofwhether such encumbrances in favor of such Grantor, the Administrative Agent or any other Secured Party presently exist or are hereafter created or attach.Without the prior written consent of the Administrative Agent, no Grantor, during the period in which any of the Secured Obligations are outstanding or theCommitments are outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Grantor Claims, or(b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation thecommencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Section 9.05 Notation of Records . Upon the request of the Administrative Agent, all promissory notes and all accounts receivable ledgers or otherevidence of the Grantor Claims accepted by or held by any Grantor shall contain a specific written notice thereon that the indebtedness evidenced thereby issubordinated under the terms of this Agreement.

ARTICLE XMISCELLANEOUS

Section 10.01 Waiver . No failure on the part of the Administrative Agent or any other Secured Party to exercise and no delay in exercising, and nocourse of dealing with respect to, any right, remedy, power or privilege under any of the Loan Documents shall operate as a waiver thereof, nor shall anysingle or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise ofany other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein are cumulative and not exclusive of any rights,remedies, powers and privileges provided by law. The exercise by the Administrative Agent of any one or more of the rights, powers and remedies hereinshall not be construed as a waiver of any other rights, powers and remedies, including, without limitation, any rights of set-off.

Section 10.02 Notices . All notices and other communications provided for herein shall be given in the manner and subject to the terms ofSection 12.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor atits notice address set forth on Schedule 1 .

Section 10.03 Payment of Expenses, Indemnities, Etc .

(a) Each Grantor, jointly and severally, agrees to pay or promptly reimburse the Administrative Agent and each other Secured Party for alladvances, charges, costs and expenses (including, without limitation, all costs and expenses of holding, preparing for sale and selling, collecting orotherwise realizing upon the Collateral and all attorneys’ fees, legal expenses and court costs) incurred by any Secured Party in connection with the exerciseof its respective rights and remedies hereunder, including, without limitation, any advances, charges, costs and expenses that may be incurred in any effortto enforce any of the provisions of this Agreement or any obligation of any Grantor in respect of the Collateral or in connection with (i) the preservation ofthe Lien of, or the rights of the Administrative Agent or any other Secured Party under this Agreement, (ii) any actual or attempted sale, lease, disposition,exchange, collection, compromise, settlement or other realization in respect of, or care of, the Collateral, including all such costs and expenses incurred inany bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting against such Grantor under the guarantee contained in Article II orotherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party.

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(b) EACH GRANTOR, JOINTLY AND SEVERALLY, AGREES TO INDEMNIFY, PAY, AND TO HOLD THEADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES HARMLESS FROM, ANY AND ALL LIABILITIES, OBLIGATIONS,LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND ORNATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEYS’ FEES, ANY AND ALLLIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL STAMP, EXCISE, SALES OROTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL ORIN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT) INCURRED BECAUSE OF,INCIDENT TO, OR WITH RESPECT TO, THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY EXERCISE OF RIGHTS ORREMEDIES IN CONNECTION THEREWITH) OR THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE ANDADMINISTRATION OF THIS AGREEMENT, IN EACH CASE, TO THE EXTENT THE BORROWER WOULD BE REQUIRED TO DO SOPURSUANT TO SECTION 12.03 OF THE CREDIT AGREEMENT. ALL AMOUNTS FOR WHICH ANY GRANTOR IS LIABLE PURSUANTTO THIS SECTION 10.03 SHALL BE DUE AND PAYABLE BY SUCH GRANTOR TO THE SECURED PARTIES UPON DEMAND.

Section 10.04 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwisemodified except in accordance with Section 12.04 of the Credit Agreement.

Section 10.05 Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to thebenefit of the Administrative Agent and the other Secured Parties and their successors and permitted assigns; provided that except as set forth inSection 9.11 of the Credit Agreement or Section 9.12 of the Credit Agreement, no Grantor may assign, transfer or delegate any of its rights or obligationsunder this Agreement without the prior written consent of the Administrative Agent and the Lenders.

Section 10.06 Invalidity . In the event that any one or more of the provisions contained in this Agreement or in any of the Loan Documents to which aGrantor is a party shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affectany other provision of this Agreement or such other Loan Document and the remaining provisions hereof shall remain in full force and effect and shall beliberally construed to carry out the provisions and intent hereof; provided, if any one or more of the provisions contained in this Agreement shall bedetermined or held to be invalid or unenforceable because such provision is overly broad as to duration, geographic scope, activity or subject, suchprovision shall be deemed amended by limiting and reducing it to the extent necessary to make such provision valid and enforceable.

Section 10.07 Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and thesame instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of asignature page of this Agreement by telecopy or other electronic means (such as a PDF) shall be effective as delivery of a manually executed counterpart ofthis Agreement.

Section 10.08 Survival . The obligations of the parties under Section 10.03 shall survive notwithstanding the Secured Obligations having been Paid InFull In Cash.

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Section 10.09 Captions . Captions and section headings appearing herein are included solely for convenience of reference and are not intended toaffect the interpretation of any provision of this Agreement.

Section 10.10 No Oral Agreements . The Loan Documents (other than the Letters of Credit) embody the entire agreement and understanding betweenthe parties and supersede all other agreements and understandings between such parties relating to the subject matter hereof and thereof. THE LOANDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCEOF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORALAGREEMENTS BETWEEN THE PARTIES. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditionsof the Credit Agreement, the terms and conditions of the Credit Agreement shall control.

Section 10.11 Governing Law; Submission to Jurisdiction .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK.

(b) SECTION 12.09 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED HEREIN BY REFERENCE AND SHALLAPPLY TO THIS AGREEMENT MUTATIS MUTANDIS .

Section 10.12 Acknowledgments .

(a) Each Grantor hereby acknowledges that:

(i) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents towhich it is a party;

(ii) neither the Administrative Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arisingout of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and theAdministrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(iii) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplatedhereby among the Secured Parties or among the Grantors and the Lenders.

(b) Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it ischarged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informedand has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of itschoice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney inentering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instrumentsresult in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Eachparty hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the SecurityInstruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.”

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(c) Each Grantor warrants and agrees that each of the waivers and consents set forth in this Agreement are made voluntarily andunconditionally after consultation with independent legal counsel and with full knowledge of their significance and consequences, with the understandingthat events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may haveagainst the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties thatthe terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicablelaw, such waivers and consents shall be effective to the maximum extent permitted by law.

Section 10.13 Additional Grantors . Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 8.14of the Credit Agreement and is not a signatory hereto shall become a Grantor for all purposes of this Agreement upon execution and delivery by suchSubsidiary of an Assumption Agreement in the form of Annex II hereto.

Section 10.14 Set-Off . If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and fromtime to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at anytime held and other obligations (of whatsoever kind, including, without limitations obligations under Swap Agreements) at any time owing by such SecuredParty to or for the credit or the account of any Grantor against any of and all the obligations of such Grantor owed to such Secured Party now or hereafterexisting under this Agreement or any other Loan Document, irrespective of whether or not such Secured Party shall have made any demand under thisAgreement or any other Loan Document and although such obligations may be unmatured. The rights of each Secured Party under this Section 10.14 are inaddition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

Section 10.15 Releases .

(a) Release Upon Payment In Full In Cash . The grant of a security interest hereunder and all of rights, powers and remedies in connectionherewith shall remain in full force and effect until all Secured Obligations are Paid In Full In Cash, unless sooner released as provided by Section 11.10 ofthe Credit Agreement and as further provided in Section 10.15(b) below. If all Secured Obligations shall be Paid In Full In Cash, this Agreement shall be ofno further force or effect and the Administrative Agent, at the written request and expense of the Borrower, will promptly reassign, transfer and deliver theCollateral to the Grantors and execute and deliver all releases or other documents reasonably requested to release the Liens created hereby.

(b) Further Assurances . If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permittedby the Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to suchGrantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral and the capital stockor other Equity Interests of such Grantor. At the request and sole expense of the Borrower, a Grantor shall be released from its obligations hereunder in theevent that all the capital stock or other Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by theCredit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposedrelease, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the pricethereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the CreditAgreement and the other Loan Documents.

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(c) Retention in Satisfaction . Except as may be expressly applicable pursuant to Section 9-620 of the New York UCC, no action taken oromission to act by the Administrative Agent or the other Secured Parties hereunder, including, without limitation, any exercise of voting or consensualrights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwiseto be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Administrative Agent and theother Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the fullamount then outstanding or until such subsequent time as is provided in Section 10.15(a) .

Section 10.16 Reinstatement . The obligations of each Grantor under this Agreement (including, without limitation, with respect to the guaranteecontained in Article II and the provision of collateral herein) shall continue to be effective, or be reinstated, as the case may be, if at any time payment, orany part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other SecuredParty upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Grantor, or upon or as a result of the appointment of a receiver,intervenor or conservator of, or trustee or similar officer for, the Borrower or any Grantor or any substantial part of its property, or otherwise, all as thoughsuch payments had not been made. To the extent that any payments on the Secured Obligations or proceeds of any Collateral are subsequently invalidated,declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcylaw, common law or equitable cause, then to such extent, the Secured Obligations so satisfied shall be revived and continue as if such payment or proceedshad not been received and the Administrative Agent’s and the other Secured Parties’ Liens, security interests, rights, powers and remedies under thisAgreement and each Security Instrument shall continue in full force and effect. In such event, each Security Instrument shall be automatically reinstated andeach Grantor shall take such action as may be reasonably requested by the Administrative Agent and the other Secured Parties to effect such reinstatement.

Section 10.17 Acceptance . Each Grantor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of theAdministrative Agent and the other Secured Parties being conclusively presumed by their request for this Agreement and delivery of the same to theAdministrative Agent.

Section 10.18 Amendment and Restatement . This Agreement amends and restates and is given in substitution for, but not in satisfaction of, theExisting Guarantee and Collateral Agreement; provided that nothing contained in this Agreement shall limit or affect the liens and security interestsheretofore granted, pledged and/or assigned to the Administrative Agent in the collateral under and as described in the Existing Guarantee and CollateralAgreement (the “Original Collateral”). Each Grantor party to the Existing Guarantee and Collateral Agreement acknowledges and agrees that (a) the Liensin such Original Collateral are carried forward and shall continue in full force and effect to secure the Secured Obligations and (b) none of the Liens in suchOriginal Collateral are released or impaired and shall be in addition to and cumulative of the liens, assignments and security interests of this Agreement.

[Signature pages follow.]

27

IN WITNESS WHEREOF, each of the undersigned has caused this Third Amended and Restated Guarantee and Collateral Agreement to beduly executed and delivered as of the date first above written. BORROWER: MONTAGE RESOURCES CORPORATION

By: Name: Title:

GUARANTORS: ECLIPSE RESOURCES I, LP ECLIPSE GP, LLC ECLIPSE RESOURCES–OHIO, LLC ECLIPSE RESOURCES OPERATING, LLC BUCKEYE MINERALS & ROYALTIES, LLC ECLIPSE RESOURCES MIDSTREAM, LP ECLIPSE RESOURCES MARKETING, LP ECLIPSE RESOURCES–PA, LP BLUE RIDGE MOUNTAIN RESOURCES, INC. BAKKEN HUNTER, LLC TRIAD HUNTER, LLC HUNTER REAL ESTATE, LLC VIKING INTERNATIONAL RESOURCES CO., INC.

By: Name: Title:

Signature Page

Third Amended and Restated Guarantee and Collateral Agreement

Acknowledged and Agreed to asof the date hereof by:

ADMINISTRATIVE AGENT: BANK OF MONTREAL , as AdministrativeAgent

By: Name: Title:

Signature PageThird Amended and Restated Guarantee and Collateral Agreement

SCHEDULE 1

NOTICE ADDRESSES OF GUARANTORS 1. Eclipse GP, LLC, aDelawarelimitedliabilitycompany2. Eclipse Resources-Ohio, LLC, aDelawarelimitedliabilitycompany3. Buckeye Minerals & Royalties, LLC, aDelawarelimitedliabilitycompany4. Eclipse Resources Operating, LLC, aDelawarelimitedliabilitycompany5. Eclipse Resources Midstream, LP, aDelawarelimitedpartnership6. Eclipse Resources Marketing, LP, aDelawarelimitedpartnership7. Eclipse Resources I, LP, aDelawarelimitedpartnership8. Eclipse Resources-PA, LP, aDelawarelimitedpartnership9. Blue Ridge Mountain Resources, Inc., aDelawarecorporation10. Bakken Hunter, LLC, aDelawarelimitedliabilitycompany11. Triad Hunter, LLC, aDelawarelimitedliabilitycompany12. Hunter Real Estate, LLC, aDelawarelimitedliabilitycompany13. Viking International Resources Co., Inc., aDelawarecorporation

Attn: Chief Financial Officer122 W. John Carpenter FreewaySuite 300Irving, Texas 75039Facsimile: (469) 444-1649

Schedule 1 - 1

SCHEDULE 2

DESCRIPTION OF PLEDGED SECURITIES

Pledged Securities: Owner Issuer

Class of Stock or otherEquity Interest

No. of Shares

Certificated orUncertificated

Montage Resources Corporation Eclipse GP, LLC Membership Interests 100% N/AMontage Resources Corporation Eclipse Resources I, LP Limited Partner Partnership Interests 100% N/AEclipse GP, LLC Eclipse Resources I, LP General Partner Partnership Interests 100% N/AEclipse Resources I, LP Eclipse Resources- Ohio, LLC Membership Interests 100% N/AEclipse Resources I, LP Buckeye Minerals & Royalties, LLC Membership Interests 100% N/AEclipse Resources I, LP Eclipse Resources Operating, LLC Membership Interests 100% N/AMontage Resources Corporation Eclipse Resources Midstream, LP Limited Partner Partnership Interests 100% N/AEclipse GP, LLC Eclipse Resources Midstream, LP General Partner Partnership Interests 100% N/AMontage Resources Corporation Eclipse Resources Marketing, LP Limited Partner Partnership Interests 100% N/AEclipse GP, LLC Eclipse Resources Marketing, LP General Partner Partnership Interests 100% N/AEclipse GP, LLC Eclipse Resources-PA, LP General Partner Partnership Interests 100% N/AMontage Resources Corporation Eclipse Resources-PA, LP Membership Interests 100% N/AEclipse GP, LLC Sundance Exploration, LP General Partner Partnership Interests 100% N/AMontage Resources Corporation Sundance Exploration, LP Membership Interests 100% N/ATriad Hunter, LLC Alpha Hunter Drilling, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc. Bakken Hunter, LLC Membership Interest 100% N/A

Schedule 2 - 1

Owner Issuer Class of Stock or otherEquity Interest

No. of Shares

Certificated orUncertificated

Montage Resources Corporation

Blue Ridge Mountain Resources, Inc.

Stockholder

1,000CommonStock

Uncertificated

Triad Hunter, LLC Hunter Real Estate, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc. Magnum Hunter Resources GP, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc.

Magnum Hunter Resources, LP

Limited Partner PartnershipInterests

98%

N/A

Blue Ridge Mountain Resources, Inc. Magnum Hunter Services, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc. NGAS Hunter, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc. Shale Hunter, LLC Membership Interest 100% N/ATriad Hunter, LLC Triad Holdings, LLC Membership Interest 100% N/ABlue Ridge Mountain Resources, Inc. Triad Hunter, LLC Membership Interest 100% N/ATriad Hunter, LLC

Viking International Resources Co., Inc.

Stockholder

3,000Class ACommonStock

Certificate 01

80,099Class BCommonStock

Certificate 01

Viking International Resources Co., Inc. VIRCO Pipeline of Ohio, LLC Membership Interest 100% N/AViking International Resources Co., Inc. VIRCO Pipeline of West Virginia, LLC Membership Interest 100% N/A

Schedule 2 - 2

SCHEDULE 3

FILINGS AND OTHER ACTIONSREQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

Filing of UCC-1 or UCC-3 financing statements, as applicable, with respect to the Collateral listing each of the Grantors as debtor and the AdministrativeAgent as secured party with the appropriate filing office.

Delivery to Administrative Agent of Pledged Securities

Certificate No. 01, representing 3,000 shares of Class A Common Stock of Viking International Resources Co., Inc.

Certificate No. 01, representing 80,099 shares of Class B Common Stock of Viking International Resources Co., Inc.

Deposit Account Control Agreement

Execution and delivery of that certain Deposit Account and Sweep Investment Control Agreement by and among Wells Fargo Bank, National Association,the Grantors party thereto, and the Administrative Agent which shall be executed and delivered within thirty (30) days following the date of this Agreement.

That certain (i) Blocked Account Agreement, entered into as of August 5, 2015, by and among Manufacturers and Traders Trust Company, EclipseResources Marketing, LP, and Bank of Montreal, (ii) Blocked Account Agreement, entered into as of August 5, 2015, by and among Manufacturers andTraders Trust Company, Eclipse Resources I, LP, and Bank of Montreal, and (iii) Blocked Account Agreement, entered into as of August 5, 2015, by andamong Manufacturers and Traders Trust Company, Eclipse Resources Corporation, and Bank of Montreal.

Schedule 3 - 1

SCHEDULE 4

CORRECT LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION,ORGANIZATIONAL IDENTIFICATION NUMBER, TAXPAYOR IDENTIFICATION

NUMBER AND CHIEF EXECUTIVE OFFICE

Entity Organizational

Identification Number Taxpayer

Identification Number Chief Executive OfficeMontage Resources Corporation, a Delawarecorporation

5482186

27-4681664

122 W. John Carpenter Freeway Suite 300Irving, Texas 75039

Eclipse Resources I, LP, a Delaware limitedpartnership

4929500

27-4681664


Eclipse GP, LLC, a Delaware limited liabilitycompany

4929497

None


Eclipse Resources-Ohio, LLC, a Delaware limitedliability company

5547529

30-0788206


Buckeye Minerals & Royalties, LLC, a Delawarelimited liability company

5409381

35-2486831


Eclipse Resources Operating, LLC, a Delawarelimited liability company

4908919

27-419961


Eclipse Resources Midstream, LP, a Delawarelimited partnership

5669909

32-0456128


Eclipse Resources Marketing, LP, a Delawarelimited partnership

5669913

38-3952306


Eclipse Resources-PA, LP, a Delaware limitedpartnership

6576382

37-1871325


Blue Ridge Mountain Resources, Inc., a Delawarecorporation

2758331

86-0879278


Bakken Hunter, LLC, a Delaware limited liabilitycompany

4877001

27-3553862


Hunter Real Estate, LLC, a Delaware limitedliability company

4776468

27-1658073


Triad Hunter, LLC, a Delaware limited liabilitycompany

4743815

27-1355830


Viking International Resources Co., Inc. aDelaware corporation

21559398

31-1240097


Schedule 4 - 1

SCHEDULE 5

PRIOR NAMES AND PRIOR CHIEF EXECUTIVE OFFICE

Entity Prior Names Prior Chief Executive OfficeEclipse Resources I, LP, a Delaware limitedpartnership

N/A

301 Science Park Road, Suite 308, StateCollege, PA 16803; and

912 South Atherton Street, State College, PA16801

2121 Old Gatesburg Rd. Suite 110 StateCollege, Pennsylvania 16803

Eclipse Resources-Ohio, LLC, a Delaware limitedliability company

The Oxford Oil Company, an Ohio Corporation;

The Oxford Oil Company, LLC, an Ohio limitedliability company; and

Eclipse Resources-Ohio, LLC, an Ohio limitedliability company

4900 Boggs Road, Zanesville, Ohio 43702



Eclipse Resources Operating, LLC, a Delawarelimited liability company

N/A

301 Science Park Road, Suite 308, CollegePark, PA 16803; and

912 South Atheron Street, State College, PA16801


Montage Resources Corporation, a Delawarecorporation

Eclipse Resources Corporation, a Delawarecorporation


Eclipse GP, LLC, a Delaware limited liabilitycompany

N/A


Buckeye Minerals & Royalties, LLC, a Delawarelimited liability company

N/A


Eclipse Resources Midstream, LP, a Delaware limitedpartnership

N/A


Eclipse Resources Marketing, LP, a Delaware limitedpartnership

N/A


Eclipse Resources-PA, LP, a Delaware limitedpartnership

N/A


Blue Ridge Mountain Resources, Inc., a Delawarecorporation

Magnum Hunter Resources Corporation, aDelaware corporation

909 Lake Carolyn Parkway, Suite 600Irving, Texas 75309

1046 Texan TrailGrapevine, Texas 76051

777 Post Oak Blvd., Suite 650Houston, Texas 77056

Schedule 5 - 1

Entity Prior Names Prior Chief Executive Office

Bakken Hunter, LLC, a Delaware limited liabilitycompany

N/A




Hunter Real Estate, LLC, a Delaware limited liabilitycompany

N/A




Triad Hunter, LLC, a Delaware limited liabilitycompany

N/A




Viking International Resources Co., Inc. a Delawarecorporation

N/A




Schedule 5 - 2

Annex IACKNOWLEDGMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Third Amended and Restated Guarantee and Collateral Agreement dated as ofFebruary 28, 2019 (the “ Agreement ”), made by the Grantors parties thereto for the benefit of Bank of Montreal, as Administrative Agent. The undersignedagrees for the benefit of the Administrative Agent and the Lenders as follows:

1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to theundersigned.

2. The undersigned will notify the Administrative Agent promptly in writing of the events described in Section 6.06(a) of the Agreement.

3. The terms of Sections 7.01(c) and 7.05 of the Agreement shall apply to the undersigned, mutatismutandis, with respect to all actions that may berequired of it pursuant to Sections 7.01(c) or 7.05 of the Agreement.

[NAME OF ISSUER]

By: Name: Title:

Address for Notices:

Fax:

* This consent is necessary only with respect to any Issuer which is not also a Grantor. This consent may be modified or eliminated with respect to any

Issuer that is not controlled by a Grantor.

Annex I - 1

Annex IIASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT , dated as of , 20 , made by , a (the “ Additional Grantor”), in favor of Bank of Montreal, as administrative agent (in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions (the “Lenders ”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in suchCredit Agreement.

W I T N E S S E T H:

WHEREAS, Montage Resources Corporation (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “ Borrower ”), the Lenders and theAdministrative Agent, have entered into a Third Amended and Restated Credit Agreement, dated as of February 28, 2019 (as amended, restated, amendedand restated supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have entered into the Third Amended and RestatedGuarantee and Collateral Agreement, dated as of February 28, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified fromtime to time, the “ Guarantee and Collateral Agreement ”) in favor of the Administrative Agent for the benefit of the Secured Parties;

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee andCollateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 10.13 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with thesame force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes allobligations and liabilities of a Grantor thereunder and expressly grants to the Administrative Agent, for the benefit of the Secured Parties (as defined in theGuarantee and Collateral Agreement), a security interest in all Collateral owned by such Additional Grantor to secure all of such Additional Grantor’sobligations and liabilities thereunder. The information set forth in Annex II-A hereto is hereby added to the information set forth in Schedules 1 through 5 tothe Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties containedin Article V of the Guarantee and Collateral Agreement, as such representation and warranty relates to the Additional Grantor, is true and correct on and asthe date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Annex II-1

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]

By: Name: Title:

Annex II-2

EXHIBIT GFORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumptio n”) is dated as of the Effective Date set forth below and is entered into by andbetween [Insert name of Assignor] (the “ Assignor ”) and [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shallhave the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is herebyacknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein byreference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases andassumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Dateinserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the CreditAgreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below ofall of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guaranteesincluded in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of theAssignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any otherdocuments or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations soldand assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to hereincollectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignmentand Assumption, without representation or warranty by the Assignor.

1. Assignor: 2. Assignee:

[and is an Affiliate/Approved Fund of [ identifyLender] 5 ]3. Borrower: Montage Resources Corporation (f/k/a Eclipse Resources Corporation)4. Administrative Agent: Bank of Montreal, as the administrative agent under the Credit Agreement5.

Credit Agreement:

The Third Amended and Restated Credit Agreement dated as of February 28, 2019 among Montage ResourcesCorporation (f/k/a Eclipse Resources Corporation), the Lenders parties thereto, Bank of Montreal, as AdministrativeAgent, and the other agents parties thereto

6. Assigned Interest:

Aggregate Maximum CreditAmounts

Maximum Credit Amount Assigned

Percentage Assigned ofAggregate Maximum

Credit Amounts 6$ $ %$ $ %$ $ %

5 Select as applicable.6 Set forth, to at least 9 decimals, as a percentage of the Aggregate Maximum Credit Amounts of all Lenders.

Exhibit G - 1

Effective Date: [ ], 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATEOF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

[Signature pages follow]

Exhibit G - 2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By: Name: Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: Name: Title:

Exhibit G - 3

[Consented to and] 7 Accepted:

BANK OF MONTREAL , as Administrative Agent By: Name: Title:

[Consented to:] 8

[NAME OF RELEVANT PARTY]

By: Name: Title: 7 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.8 To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit G - 4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interestis free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute anddeliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) anystatements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute anddeliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,(ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest andbecome a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to theextent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of thetype represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, isexperienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statementsdelivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysisand decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon theAdministrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis anddecision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignmentand Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by theAssignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based onsuch documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under theLoan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to beperformed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (includingpayments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to theAssignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respectivesuccessors and assigns. This Assignment and

Exhibit G - 5

Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of asignature page of this Assignment and Assumption by facsimile or other electronic transmission (e.g. .pdf) shall be effective as delivery of a manuallyexecuted counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, thelaw of the State of New York.

Exhibit G - 6

EXHIBIT H-1FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOREIGN LENDERS; NOT PARTNERSHIPS)

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of February 28, 2019 (as amended, restated, amended andrestated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Montage Resources Corporation (f/k/a EclipseResources Corporation), as Borrower, Bank of Montreal, as Administrative Agent, the financial institutions from time to time party thereto as Lenders, andthe other Agents party thereto.

Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial ownerof the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaningof Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and(iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN orIRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersignedshall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and theAdministrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to theundersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the CreditAgreement.

[NAME OF LENDER]

By: Name: Title: Date:

Exhibit H-1 - 1

EXHIBIT H-2FORM OF U.S. TAX COMPLIANCE CERTIFICATE(FOREIGN PARTICIPANTS; NOT PARTNERSHIPS)

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial ownerof the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it isnot a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation”related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS FormW-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shallpromptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currentlyeffective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding suchpayments.


[NAME OF PARTICIPANT]


Exhibit H-2 - 1


(FOREIGN PARTICIPANTS; PARTNERSHIPS)

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of theparticipation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of suchparticipation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending creditpursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none ofits direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) noneof its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of itspartners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMYaccompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfoliointerest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shallpromptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effectivecertificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding suchpayments.


[NAME OF PARTICIPANT]


Exhibit H-3 - 1


(FOREIGN LENDERS; PARTNERSHIPS)

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the solebeneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this CreditAgreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant toa loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its director indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of itsdirect or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W- 8IMY accompanied by one of the following formsfrom each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS FormW- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming theportfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, theundersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowerand the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be madeto the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreementand used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]


Exhibit H-4 - 1

EXHIBIT IFORM OF MAXIMUM CREDIT AMOUNT INCREASE CERTIFICATE

[ ], 20[ ]

To: Bank of Montreal,as Administrative Agent

The Borrower, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Third Amended and Restated CreditAgreement dated as of February 28, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ CreditAgreement ”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

This Maximum Credit Amount Increase Certificate (this “ Certificate ”) is being delivered pursuant to Section 2.06(c)(ii)(D) of the Credit Agreement.

Please be advised that the undersigned (the “ Increasing Lender ”) has agreed (a) to increase its Maximum Credit Amount under the Credit Agreementeffective [ ], 20[ ] (the “ Effective Date ”) from $[ ] to $[ ] 9 and (b) that the Increasing Lender shall purchase a prorataportion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders such that each Lender shall hold itsApplicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the Aggregate Maximum Credit Amountseffected by this Certificate.

Section 12.09 of the Credit Agreement shall apply to this Certificate mutatismutandis.

[Remainder of page intentionally left blank.] 9 Such increase shall be in an amount that complies with Section 2.06(c)(ii)(A) of the Credit Agreement.

Exhibit I - 1

Very truly yours,

MONTAGE RESOURCES CORPORATION , a Delawarecorporation

By: Name: Title:

Accepted and Agreed:

[GUARANTORS]

By: Name: Title:

Exhibit I - 2

Accepted and Agreed: BANK OF MONTREAL , as Administrative Agent

By: Name: Title:


[Name of Increasing Lender]

By: Name: Title:

Exhibit I - 3

EXHIBIT JFORM OF ADDITIONAL LENDER CERTIFICATE

[ ], 20[ ] To: Bank of Montreal, as Administrative Agent

The Borrower, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Third Amended and Restated CreditAgreement dated as of February [ ], 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement ”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

This Additional Lender Certificate (this “ Certificate ”) is being delivered pursuant to Section 2.06(c)(ii)(E) of the Credit Agreement.

Please be advised that the undersigned (the “ Additional Lender ”) has agreed (a) to become a Lender under the Credit Agreement effective [ ], 20[ ] (the “ Effective Date ”) with a Maximum Credit Amount of $[ ] 10 , (b) that the Additional Lender shall be a party to theCredit Agreement and have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents and (c) that the AdditionalLender shall purchase a prorataportion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders such thateach Lender shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the AggregateMaximum Credit Amounts effected by this Additional Lender Certificate.

This Additional Lender Certificate is being delivered to the Administrative Agent together with an Administrative Questionnaire and a processing andrecordation fee of $3,500. The Borrower shall (a) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principalamount equal to its Maximum Credit Amount, and otherwise duly completed and (b) pay any applicable fees as may have been agreed to in writing betweenthe Borrower, the Additional Lender and/or the Administrative Agent.

Section 12.09 of the Credit Agreement shall apply to this Certificate mutatis mutandis.

[Remainder of page intentionally left blank.] 10 Such increase shall be in an amount that complies with Section 2.06(c)(ii)(A) of the Credit Agreement.

Exhibit J - 1

Very truly yours,

MONTAGE RESOURCES CORPORATION , aDelaware corporation

By: Name: Title:

Accepted and Agreed: [GUARANTORS]

By: Name: Title:

Exhibit J - 2


BANK OF MONTREAL , as Administrative Agent By: Name: Title:


[Additional Lender] By: Name: Title:

Exhibit J - 3

SCHEDULE 1.01EXISTING LETTERS OF CREDIT

1. Bank of Montreal Irrevocable Standby Letter of Credit No. BMCH437518OS for $26,937,000.00 in favor of Columbia Gas Transmission.

2. Keybank National Association Irrevocable Standby Letter of Credit No. S325001 for $60,000.00 in favor of TETCO.

Schedule 1.01 - 1

SCHEDULE 7.05LITIGATION

1. Center for Biological Diversity, Heartwood, Ohio Environmental Council, Sierra Club. v. U.S. Forest Service, et al. in the United States District Courtfor the Southern District of Ohio Eastern Division (Case No. 2:17-cv-oo372-MHW-KAJ, filed May 02, 2017).

Schedule 7.05 - 1

SCHEDULE 7.06ENVIRONMENTAL MATTERS

None.

Schedule 7.06 - 1

SCHEDULE 7.14SUBSIDIARIES

Restricted Subsidiaries Jurisdiction ofOrganization

Organizational Identification

Number

Principal Place of Business and

Chief Executive OfficeEclipse Resources I, LP

Delaware

4929500

122 W. John Carpenter FreewaySuite 300Irving, Texas 75039

Eclipse GP, LLC

Delaware

4929497


Eclipse Resources-Ohio, LLC

Delaware

5547529


Buckeye Minerals & Royalties, LLC

Delaware

5409381


Eclipse Resources Operating, LLC

Delaware

4908919


Eclipse Resources Midstream, LP

Delaware

5669909


Eclipse Resources Marketing, LP

Delaware

5669913


Eclipse Resources-PA, LP

Delaware

6576382


Sundance Exploration, LP

Delaware

6690373


Blue Ridge Mountain Resources, Inc.

Delaware

2758331


Alpha Hunter Drilling, LLC

Delaware

4776425

125 Putnam St.Marietta, Ohio 45750

Bakken Hunter, LLC

Delaware

4877001


Hunter Real Estate, LLC

Delaware

4776468

125 Putnam St.Marietta, Ohio 45750 122 W. John Carpenter FreewaySuite 300Irving, Texas 75039

Magnum Hunter Resources GP, LLC

Delaware

4587811


Magnum Hunter Resources, LP

Delaware

4587813


Schedule 7.14 - 1

Magnum Hunter Services, LLC

Delaware

5126444


NGAS Hunter, LLC

Delaware

4876985

120 Prosperous PlaceSuite 201Lexington, Kentucky 40509

Shale Hunter, LLC

Delaware

5305083


Triad Holdings, LLC

Ohio

GL7764


Triad Hunter, LLC

Delaware

4743815


Viking International Resources Co., Inc.

Delaware

2159398


VIRCO Pipeline of Ohio, LLC

Ohio

2028128


VIRCO Pipeline of West Virginia, LLC

West Virginia

299110


Unrestricted Subsidiaries Jurisdiction of Organization

Organizational Identification

Number

Principal Place of Business and

Chief Executive OfficeMagnum Hunter Production, Inc.

Kentucky

0193715


Daugherty Petroleum N.D. Ventures LLC

Kentucky

0626769


NGAS Gathering, LLC

Kentucky

0602945


DPI Natural Gas Partners 2000-1, Ltd.

Kentucky

0508353


DPI Natural Gas Partners 2000-1 Drilling Program

Kentucky

N/A – GeneralPartnership



Kentucky

0540459


DPI Natural Gas Partners 2002-1 Drilling Program

Kentucky

N/A –GeneralPartnership


Schedule 7.14 - 2


Kentucky

0553245


DPI Natural Gas Partners 2003-1, Ltd. Drilling Program

Kentucky

N/A – GeneralPartnership



Kentucky

0565413


DPI Natural Gas Partners 2003-2, Ltd. Drilling Program

Kentucky



NGAS Partners 2004-1, Ltd.

Kentucky

0577425


NGAS Partners 2004-1, Ltd. Drilling Program

Kentucky



NGAS Partners 2005-A, Ltd.

Kentucky

0602941


NGAS Partners 2005-A Drilling Program

Kentucky



NGAS Partners 2005-C, Ltd.

Kentucky

0615446


NGAS Partners 2005-C Drilling Program

Kentucky



NGAS Partners 2006–B, Ltd.

Kentucky

0641545


NGAS Partners 2006-B Drilling Program

Kentucky



Schedule 7.14 - 3

SCHEDULE 7.18GAS IMBALANCES

None.

Schedule 7.18 - 1

SCHEDULE 7.19MARKETING CONTRACTS

None.

Schedule 7.19 - 1

SCHEDULE 7.20SWAP AGREEMENTS

1. ISDA 2002 Master Agreement dated as of January 10, 2014 between Eclipse Resources I, L.P. and Bank of Montreal2. Schedule to ISDA 2002 Master Agreement dated as of January 10, 2014 between Eclipse Resources I, L.P. and Bank of Montreal.3. ISDA 1992 Master Agreement dated as of April 4, 2014 between Eclipse Resources I, L.P. and KeyBank, National Association.4. Schedule to ISDA 1992 Master Agreement dated as of April 4, 2014 between Eclipse Resources I, L.P. and KeyBank, National Association.5. ISDA 2002 Master Agreement dated as of April 13, 2015 between Eclipse Resources I, L.P. and Citibank, National Association.6. Schedule to ISDA 1992 Master Agreement dated as of April 13, 2015 between Eclipse Resources I, L.P. and Citibank, National Association.7. ISDA 2002 Master Agreement dated as of April 10, 2015 between Eclipse Resources I, L.P. and Morgan Stanley Capital Group, Inc.8. Schedule to ISDA 1992 Master Agreement dated as of April 10, 2015 between Eclipse Resources I, L.P. and Morgan Stanley Capital Group, Inc.9. ISDA 2002 Master Agreement dated as of March 8, 2017 between Eclipse Resources Corporation and BP Energy Company.10. Schedule to ISDA 2002 Master Agreement dated as of March 8, 2017 between Eclipse Resources Corporation and BP Energy Company.11. ISDA 2002 Master Agreement dated as of March 10, 2017 between Eclipse Resources Corporation and Capital One, National Association.12. Schedule to ISDA 2002 Master Agreement dated as of March 10, 2017 between Eclipse Resources Corporation and Capital One, National

Association.13. ISDA 2002 Master Agreement dated as of September 1, 2017 between Eclipse Resources Corporation and Royal Bank of Canada.14. Schedule to ISDA 2002 Master Agreement dated as of September 1, 2017 between Eclipse Resources Corporation and Royal Bank of Canada.15. ISDA 2002 Master Agreement dated as of December 17, 2015, as amended, between Eclipse Resources Corporation and J. Aron & Company.16. Schedule to ISDA 2002 Master Agreement dated as of December 17, 2015 between Eclipse Resources Corporation and J. Aron & Company.17. ISDA 1992 Master Agreement dated as of June 10, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter Resources

Corporation) and Shell Trading Risk Management, LLC.18. Schedule to ISDA 1992 Master Agreement dated as of June 10, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter Resources

Corporation) and Shell Trading Risk Management, LLC, as amended by the Amendment and Consent to the ISDA Master Agreement dated as ofJanuary 28, 2019 between Blue Ridge Mountain Resources, Inc. and Shell Trading Risk Management, LLC.

19. ISDA 2002 Master Agreement dated as of July 20, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter ResourcesCorporation) and NextEra Energy Power Marketing, LLC.

20. Schedule to ISDA 2002 Master Agreement dated as of July 20, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter ResourcesCorporation) and NextEra Energy Power Marketing, LLC, as amended by the Amendment and Consent to the ISDA Master Agreement dated as ofFebruary 28, 2019 between Blue Ridge Mountain Resources, Inc. and NextEra Energy Power Marketing, LLC.

Schedule 7.20 - 1

21. ISDA 1992 Master Agreement dated as of June 15, 2017 between Blue Ridge Mountain Resources, Inc. and EDF Trading North America, LLC.22. Schedule to ISDA 1992 Master Agreement dated as of June 15, 2017 between Blue Ridge Mountain Resources, Inc. and EDF Trading North

America, LLC, as amended by the Amendment and Consent to the ISDA Master Agreement dated as of February 28, 2019 between Blue RidgeMountain Resources, Inc. and EDF Trading North America, LLC.

23. ISDA 2002 Master Agreement dated as of January 6, 2017 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter ResourcesCorporation) and BP Energy Company, as novated by the Novation Agreement dated February 28, 2019 among Blue Ridge Mountain Resources,Inc., BP Energy Company and Eclipse Resources Corporation.

24. Amended and Restated Schedule to ISDA 2002 Master Agreement dated as of November 6, 2017 between Blue Ridge Mountain Resources, Inc. andBP Energy Company.

25. ISDA 1992 Master Agreement dated as of June 28, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter ResourcesCorporation) and Cargill, Incorporated, as novated by that Four-Way Novation Agreement dated as of February 28, 2019 among Cargill,Incorporated, Blue Ridge Mountain Resources, Inc., KeyBank National Association and Eclipse Resources Corporation.

26. Schedule to ISDA 1992 Master Agreement dated as of June 28, 2016 between Blue Ridge Mountain Resources, Inc. (f/k/a Magnum Hunter ResourcesCorporation) and Cargill, Incorporated, as amended by the Amendment to ISDA Master Agreement, dated as of November 7, 2017.

(See attached for material terms of the Swap Agreements)

Schedule 7.20 - 2

Natural Gas Swaps: Counterparty Entity

TransactionDate Product

ReferenceNumber

First SettlementMonth

Last Settlement Month

Strike Price ($/Mmbtu)

Daily Quantity(Mmbtu/d)

Morgan Stanley ECR 1/22/2018 SWAP - NYMEX F19052779-1 04/01/2018 03/31/2019 $2.9000 10,000Morgan Stanley ECR 1/23/2018 SWAP - NYMEX F19054904-1 04/01/2018 03/31/2019 $2.9000 20,000Goldman Sachs ECR 3/5/2018 SWAP - NYMEX SDBB4QN3333FMZBXNK111 10/01/2018 12/31/2019 $2.8000 30,000

Capital One ECR 3/2/2018 SWAP - NYMEX 4664-1 10/01/2018 12/31/2019 $2.8000 5,000BMO ECR 3/8/2018 SWAP - NYMEX 1110787 01/01/2019 12/31/2019 $2.8000 20,000

Goldman Sachs ECR 3/23/2018 SWAP - NYMEX SDBB4QN3333FPZG4TT111 01/01/2019 12/31/2019 $2.9225 30,000Capital One ECR 3/5/2018 SWAP - NYMEX 4667-1 10/01/2018 12/31/2019 $2.8000 5,000

EDF BRMR SWAP - NYMEX 04/01/2019 09/30/2019 $2.7900 15,000

Natural Gas Collars: Counterparty


ReferenceNumber

First Settlement Month




Capital One ECR 11/5/2018 Put Purchased 10/1/2019 12/31/2019 $2.650 30,000Capital One ECR 11/5/2018 Ceiling Sold 10/1/2019 12/31/2019 $2.950 30,000

BP BRMR Put Purchased 1/1/2019 3/31/2019 $3.000 10,000BP BRMR Ceiling Sold 1/1/2019 3/31/2019 $3.500 10,000

Cargill BRMR Put Purchased 1/1/2019 3/31/2019 $3.000 10,000Cargill BRMR Ceiling Sold 1/1/2019 3/31/2019 $3.500 10,000

NextEra BRMR Put Purchased 4/1/2019 6/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 4/1/2019 6/30/2019 $2.780 10,000NextEra BRMR Put Purchased 4/1/2019 6/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 4/1/2019 6/30/2019 $2.790 10,000NextEra BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.840 10,000

EDF BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 10,000EDF BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.850 10,000

NextEra BRMR Put Purchased 4/1/2019 6/30/2019 $2.500 15,000NextEra BRMR Ceiling Sold 4/1/2019 6/30/2019 $2.780 15,000NextEra BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.870 10,000NextEra BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.850 10,000NextEra BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 10,000NextEra BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.900 10,000Cargill BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 5,000Cargill BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.860 5,000EDF BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 5,000EDF BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.860 5,000

Cargill BRMR Put Purchased 1/1/2019 3/31/2019 $3.000 10,000Cargill BRMR Ceiling Sold 1/1/2019 3/31/2019 $3.510 10,000EDF BRMR Put Purchased 1/1/2019 3/31/2019 $3.000 20,000EDF BRMR Ceiling Sold 1/1/2019 3/31/2019 $3.550 20,000

NextEra BRMR Put Purchased 4/1/2019 6/30/2019 $2.500 15,000NextEra BRMR Ceiling Sold 4/1/2019 6/30/2019 $2.860 15,000NextEra BRMR Put Purchased 7/1/2019 9/30/2019 $2.500 15,000NextEra BRMR Ceiling Sold 7/1/2019 9/30/2019 $2.910 15,000


NextEra BRMR Put Purchased 10/1/2019 12/31/2019 $2.600 10,000NextEra BRMR Ceiling Sold 10/1/2019 12/31/2019 $2.990 10,000

EDF BRMR Put Purchased 1/1/2020 3/31/2020 $2.700 10,000EDF BRMR Ceiling Sold 1/1/2020 3/31/2020 $3.160 10,000EDF BRMR Put Purchased 1/1/2020 3/31/2020 $2.700 10,000EDF BRMR Ceiling Sold 1/1/2020 3/31/2020 $3.150 10,000EDF BRMR Put Purchased 1/1/2020 3/31/2020 $2.750 10,000EDF BRMR Ceiling Sold 1/1/2020 3/31/2020 $3.140 10,000

NextEra BRMR Put Purchased 10/1/2019 12/31/2019 $2.750 10,000NextEra BRMR Ceiling Sold 10/1/2019 12/31/2019 $2.900 10,000


Cargill BRMR Put Purchased 4/1/2020 6/30/2020 $2.500 15,000Cargill BRMR Ceiling Sold 4/1/2020 6/30/2020 $2.800 15,000

Three Way Collars Counterparty


ReferenceNumber

First Settlement Month




NextEra BRMR Put Purchased 01/01/2019 03/31/2019 $3.250 10,000NextEra BRMR Put Sold 01/01/2019 03/31/2019 $2.750 10,000NextEra BRMR Ceiling Sold 01/01/2019 03/31/2019 $3.700 10,000

Cargill BRMR Put Purchased 01/01/2019 03/31/2019 $ 3.250 10,000 Cargill BRMR Put Sold 01/01/2019 03/31/2019 $ 2.650 10,000 Cargill BRMR Ceiling Sold 01/01/2019 03/31/2019 $ 3.570 10,000

NextEra BRMR Put Purchased 01/01/2019 03/31/2019 $ 3.000 19,000 NextEra BRMR Put Sold 01/01/2019 03/31/2019 $ 2.500 19,000 NextEra BRMR Ceiling Sold 01/01/2019 03/31/2019 $ 3.460 19,000

BP BRMR Put Purchased 01/01/2019 03/31/2019 $ 3.250 10,000 BP BRMR Put Sold 01/01/2019 03/31/2019 $ 2.750 10,000 BP BRMR Ceiling Sold 01/01/2019 03/31/2019 $ 3.610 10,000

EDF BRMR Put Purchased 01/01/2020 06/30/2020 $ 2.700 10,000 EDF BRMR Put Sold 01/01/2020 06/30/2020 $ 2.250 10,000 EDF BRMR Ceiling Sold 01/01/2020 06/30/2020 $ 3.050 10,000 EDF BRMR Put Purchased 01/01/2020 06/30/2020 $ 2.700 10,000 EDF BRMR Put Sold 01/01/2020 06/30/2020 $ 2.250 10,000 EDF BRMR Ceiling Sold 01/01/2020 06/30/2020 $ 3.050 10,000

Natural Gas Options Counterparty


Reference Number


Last SettlementMonth


Daily Quantity (Mmbtu/d)

BMO ECR 9/14/2016 Call Sold 901787 01/01/2019 12/31/2019 $4.750 10,000Goldman Sachs ECR 5/10/2017 Put Sold SDBB4QN3333B9HZHQX111 6/1/2017 3/31/2019 $2.400 20,000Goldman Sachs ECR 5/10/2017 Put Purchased SDBB4QN3333B9HZHQX111 6/1/2017 3/31/2019 $2.200 20,000Goldman Sachs ECR 12/1/2017 Put Sold SDBB4QN3333DFRK4LN111 1/1/2018 3/31/2019 $2.500 20,000Goldman Sachs ECR 3/8/2018 Call Sold 1/1/2019 3/31/2019 $3.500 30,000Goldman Sachs ECR 3/8/2018 Call Sold 4/1/2019 12/31/2019 $3.000 30,000

Cargill BRMR Call Sold 1/1/2019 3/31/2019 $3.500 15,000 * Note: The Cargill swaps listed have been novated to KeyBanc.

Swaps: Counterparty Entity Product



Strike Price($/Gal)

Strike Price($/Bbl)

Daily Quantity (Gal/d)

Daily Quantity (Bbl/d)

EDF BRMR Propane 01/01/2019 03/31/2019 $0.71 $29.82 33,600 800NextEra BRMR Propane 06/01/2018 03/31/2019 $0.82 $34.44 12,600 300

BP BRMR Propane 01/01/2019 12/31/2019 $0.95 $39.90 14,700 350

Oil Swaps:

Counterparty Entity Transaction

Date Product Reference Number



Strike Price($/Mmbtu)


BMO ECR 1/24/2018 OIL - WTI 1089795 07/01/2018 03/31/2019 $61.0000 1,000BP ECR 2/21/2019 OIL - WTI ECE19PS00001 07/01/2019 12/31/2019 $58.8000 1,000

Capital One ECR 2/21/2019 OIL - WTI 6869-1 01/01/2020 12/31/2020 $58.2000 500

Oil Collars:





Strike Price($/Bbl)


Capital One ECR 2/21/2019 Put Purchased 6863-1 07/01/2019 12/31/2019 $ 50.000 1,000Capital One ECR 2/21/2019 Ceiling Sold 6864-1 07/01/2019 12/31/2019 $ 66.750 1,000

BP ECR 2/21/2019 Put Purchased ECE19PS00001 01/01/2020 12/31/2020 $ 50.000 500BP ECR 2/21/2019 Ceiling Sold ECE20PS00002 01/01/2020 12/31/2020 $ 64.000 500

Three Way Collars





Strike Price($/Bbl)


BP ECR 1/24/2018 Put Purchased ECE19PO0002 01/01/2019 12/31/2019 $ 55.000 1,000BP ECR 1/24/2018 Put Sold ECE19PO0001 01/01/2019 12/31/2019 $ 45.000 1,000BP ECR 1/24/2018 Ceiling Sold ECE19PO0003 01/01/2019 12/31/2019 $ 64.000 1,000

Key Banc ECR 2/5/2018 Put Purchased 335108 01/01/2019 12/31/2019 $ 45.000 1,000Key Banc ECR 2/5/2018 Put Sold 335109 01/01/2019 12/31/2019 $ 35.000 1,000Key Banc ECR 2/5/2018 Ceiling Sold 335110 01/01/2019 12/31/2019 $ 57.120 1,000

BMO ECR 11/6/2018 Put Purchased 1248230 01/01/2020 06/30/2020 $ 62.500 1,000BMO ECR 11/6/2018 Put Sold 1248231 01/01/2020 06/30/2020 $ 55.000 1,000BMO ECR 11/6/2018 Ceiling Sold 1248232 01/01/2020 06/30/2020 $ 74.000 1,000BMO ECR 11/6/2018 Put Purchased 335108 01/01/2020 06/30/2020 $ 62.500 1,000BMO ECR 11/6/2018 Put Sold 335109 01/01/2020 06/30/2020 $ 55.000 1,000BMO ECR 11/6/2018 Ceiling Sold 335110 01/01/2020 06/30/2020 $ 74.000 1,000

Swaps:

Counterparty Entity Product First Settlement

Month Last Settlement

Month Strike Price($/MMbtu)

Daily Quantity(MMbtu/d)

Goldman Sachs ECR IFERC - Appalachia Dom 04/01/2019 10/31/2019 $(0.520) 12,500Goldman Sachs ECR IFERC - Appalachia Dom 04/01/2020 10/31/2020 $(0.520) 12,500Morgan Stanley ECR IFERC - Appalachia Dom 01/01/2020 12/31/2020 $(0.590) 20,000

BP BRMR IFERC - Appalachia Dom 01/01/2019 12/31/2019 $(0.500) 17,500BMO ECR IFERC - Appalachia Dom 04/01/2019 03/31/2020 $(0.385) 10,000Key Banc ECR IFERC - Appalachia Dom 04/01/2019 03/31/2020 $(0.390) 10,000

SCHEDULE 9.02EXISTING DEBT

1. Bank of America, N.A. Irrevocable Standby Letter of Credit No. 3138214 for $20,000,000 in favor of Rockies Express Pipeline LLC for the account

of BP Energy Company on behalf of Triad Hunter, LLC.

2. Bank of America, N.A. Irrevocable Standby Letter of Credit No. 3138237 for $1,300,000 in favor of Equitrans, LP for the account of BP EnergyCompany on behalf of Triad Hunter, LLC.

Schedule 9.2 - 1

SCHEDULE 9.03EXISTING LIENS

None.

Schedule 9.3 - 1

SCHEDULE 9.05INVESTMENTS

1. Investments in the Subsidiaries listed on Schedule 7.14 existing on the Effective Date.

Schedule 9.05 - 1

SCHEDULE 9.14AFFILIATE TRANSACTIONS

1. Board Observation Agreement, dated as of August 25, 2018, by and among EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII

Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P. and Eclipse Resources Corporation.

Schedule 9.14 - 1

SCHEDULE 9.18APPROVED COUNTERPARTIES AND SWAP AGREEMENTS

The swap agreements listed in clauses 17 through 26 on Schedule 7.20.

Schedule 9.18 - 1