UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, 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): March 28, 2018

ROSEHILL RESOURCES INC.(Exact name of registrant as specified in its charter)

Delaware 001-37712 47-5500436

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS Employer Identification No.)

16200 Park Row, Suite 300Houston, Texas, 77084

(Address of principal executive offices, including zip code)

(281) 675-3400(Registrants’ telephone number, including area code)

(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 underany of the following provisions:

☐ 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 this chapter) 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

Credit Agreement

On March 28, 2018, Rosehill Operating Company, LLC (“Rosehill Operating”), Rosehill Resources Inc. (the “Company”), as parentand JPMorgan Chase Bank, N.A. (as lender, Administrative Agent and Issuing Bank), and each of the lenders from time to time partythereto (collectively, the “ Lenders ”) entered into an Amended and Restated Credit Agreement (the “ Credit Agreement ”) to refinanceRosehill Operating’s existing credit facility with PNC Bank, National Association (the “Existing Credit Facility”).

Pursuant to the terms and conditions of the Credit Agreement, Rosehill Operating’s revolving line of credit and a letter of creditfacility increased from up to $250 million under the Existing Credit Facility to up to $500 million under the Credit Agreement, subject to aborrowing base that is determined semi-annually by the Lenders based upon Rosehill Operating’s financial statements and the estimatedvalue of its oil and gas properties, in accordance with the Lenders’ customary practices for oil and gas loans. Rosehill Operating’s initialborrowing base is $150 million, which represents an increase of $75 million from the borrowing base in effect under the Existing CreditFacility. The first scheduled redetermination under the Credit Agreement will occur on or about August 1, 2018 and, thereafter beginningin 2019, on or about April 1st and October 1st of each year. Rosehill Operating and the Lenders may each request an additionalredetermination of the borrowing base once between two successive scheduled redeterminations. The borrowing base will be automaticallyreduced upon the issuance or incurrence of debt under senior unsecured notes or upon Rosehill Operating’s or any of its subsidiary’sdisposition of properties or liquidation of hedges in excess of certain thresholds. Amounts borrowed under the Credit Agreement may notexceed the borrowing base. The initial borrowing increase may be increased with the consent of all lenders. The senior secured revolvingcredit facility also does not permit Rosehill Operating to borrow funds if at the time of such borrowing, Rosehill Operating is not in proforma compliance with the financial covenants. Additionally, Rosehill Operating’s borrowing base may be reduced in connection with thesubsequent redetermination of the borrowing base. The amounts outstanding under the senior secured revolving credit facility are securedby first priority liens on substantially all of Rosehill Operating’s oil and natural gas properties and associated assets and all of the stock ofRosehill Operating’s material operating subsidiaries that are guarantors of the senior secured revolving credit facility. If an event of defaultoccurs under the senior secured revolving credit facility, JPMorgan Chase Bank, N.A. will have the right to proceed against the pledgedcapital stock and take control of substantially all of Rosehill Operating and Rosehill Operating’s material operating subsidiaries that areguarantors’ assets. There are currently no guarantors under the senior secured revolving credit facility.

Borrowings under the Credit Agreement will bear interest at a base rate plus an applicable margin ranging from 1.00% to 2.00% or atLIBOR plus an applicable margin ranging from 2.00% to 3.00%. The Credit Agreement will mature on August 31, 2022, with an automaticextension to the March 28, 2023 upon the payment in full of the notes (the “Notes”) issued pursuant to that certain Note PurchaseAgreement dated as of December 8, 2017 among Rosehill Operating, the Company, U.S. Bank as agent and the holders party thereto (the“Note Purchase Agreement”) if there is no event of default under the senior secured revolving credit facility during the time of suchextension.

The Credit Agreement contains various affirmative and negative covenants. These negative covenants may limit Rosehill Operating’sability to, among other things: incur additional indebtedness; make loans to others; make investments; enter into mergers; make or declaredividends or distributions; enter into commodity hedges exceeding a specified percentage of Rosehill Operating’s expected production;enter into interest rate hedges exceeding a specified percentage of Rosehill Operating’s outstanding indebtedness; incur liens; sell assets;and engage in certain other transactions without the prior consent of JPMorgan Chase Bank, N.A. and/or lenders.

The Credit Agreement also requires Rosehill Operating to maintain the following financial ratios: (1) commencing on March 31,2018, a current ratio, which is the ratio of consolidated current assets (including unused commitments under the Credit Agreement, butexcluding non-cash assets) to consolidated current liabilities (excluding non-cash obligations, current maturities under the CreditAgreement and the Note Purchase Agreement), of not less than 1.0 to 1.0, (2) (x) commencing on March 31, 2018, a leverage ratio, which isthe ratio of the sum of all of Rosehill Operating’s Total Debt to Annualized EBITDAX (as such terms are defined in the Credit Agreement)for the four fiscal quarters then ended, of not greater than 4.0 to 1.0 and (y) commencing on and

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after repayment in full of the Notes (other than surviving contingent indemnification obligations) and the repayment or redemption in fullof the Series B Redeemable Preferred Stock, a leverage ratio, which is the ratio of the sum of all of Rosehill Operating’s Net Debt toAnnualized EBITDAX (as such terms are defined in the Credit Agreement), of not greater than 4.0 to 1.0 and (3) commencing onMarch 31, 2018 for so long as the Series B Redeemable Preferred Stock remains outstanding, a coverage ratio, which is the ratio of (i)Annualized EBITDAX (as defined in the Credit Agreement) to (ii) the sum of (x) Interest Expense (as defined in the Credit Agreement)plus (y) the aggregate amount of Restricted Payments made in cash pursuant to Sections 9.04(a)(iv) and (v) of the Credit Agreement duringthe preceding four fiscal quarters, of not less than 2.5 to 1.0.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to thefull text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

First Amendment to Note Purchase Agreement

On March 28, 2018, Rosehill Operating entered into that certain First Amendment to Note Purchase Agreement (the “FirstAmendment”), among Rosehill Operating, as issuer, the Company, each of the holders from time to time party thereto and U.S. BankNational Association, as agent and collateral agent for the holders, which amends certain provisions of the Note Purchase Agreement toconform to provisions in the Credit Agreement.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to thefull text of the First Amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

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

Registrant.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits ExhibitNumber Description

10.1

Amended and Restated Credit Agreement, dated as of March 28, 2018, among Rosehill Operating Company, LLC, as borrower,Rosehill Resources Inc., as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions partythereto as lenders.

10.2

First Amendment to Note Purchase Agreement, dated as of March 28, 2018, among Rosehill Operating Company, LLC, as issuer,Rosehill Resources Inc., each of the holders from time to time party thereto and U.S. Bank National Association, as agent andcollateral agent for the holders.

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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 itsbehalf by the undersigned hereunto duly authorized.

ROSEHILL RESOURCES INC.

Date: March 29, 2018 By: /s/ R. Craig Owen Name: R. Craig Owen Title: Chief Financial Officer

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Exhibit 10.1

Execution Version

AMENDED & RESTATED CREDIT AGREEMENT

dated as of March 28, 2018

among

ROSEHILL OPERATING COMPANY, LLC,as Borrower,

ROSEHILL RESOURCES INC.,as RRI,

JPMORGAN CHASE BANK, N.A.,as Administrative Agent,

and

the Lenders party hereto

CITIBANK, N.A.,as Syndication Agent,

BMO HARRIS BANK N.A. and SUNTRUST BANK,as Co-Documentation Agents,

and

JPMORGAN CHASE BANK, N.A.,as Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND ACCOUNTING MATTERS 2

Section 1.01 Terms Defined Above 2 Section 1.02 Certain Defined Terms 2 Section 1.03 Types of Loans and Borrowings; Interest Rates 35 Section 1.04 Terms Generally; Rules of Construction 36 Section 1.05 Accounting Terms and Determinations; GAAP 36 Section 1.06 Timing of Payment or Performance 37

ARTICLE 2 THE CREDITS 37

Section 2.01 Commitments 37 Section 2.02 Loans and Borrowings 37 Section 2.03 Requests for Borrowings 38 Section 2.04 Interest Elections 39 Section 2.05 Funding of Borrowings 41 Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts 41 Section 2.07 Borrowing Base 42 Section 2.08 Letters of Credit 45

ARTICLE 3 PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES 52

Section 3.01 Repayment of Loans 52 Section 3.02 Interest 52 Section 3.03 Alternate Rate of Interest 53 Section 3.04 Prepayments 54 Section 3.05 Fees 56

ARTICLE 4 PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS 58

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 58 Section 4.02 Presumption of Payment by the Borrower 59 Section 4.03 Certain Deductions by the Administrative Agent 59 Section 4.04 Disposition of Proceeds 60 Section 4.05 Defaulting Lenders 60

ARTICLE 5 INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES 62

Section 5.01 Increased Costs 62

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Section 5.02 Break Funding Payments 64 Section 5.03 Taxes 65 Section 5.04 Designation of Different Lending Office 69 Section 5.05 Replacement of Lenders 69 Section 5.06 Illegality 70

ARTICLE 6 CONDITIONS PRECEDENT 70

Section 6.01 Effective Date 70 Section 6.02 Each Credit Event 73

ARTICLE 7 REPRESENTATIONS AND WARRANTIES 74

Section 7.01 Organization; Powers 74 Section 7.02 Authority; Enforceability 74 Section 7.03 Approvals; No Conflicts 74 Section 7.04 Financial Condition; No Material Adverse Change 74 Section 7.05 Litigation 75 Section 7.06 Environmental Matters 75 Section 7.07 Compliance with the Laws and Agreements; Second Lien Notes and Borrower Preferred Units; No Defaults 76 Section 7.08 Investment Company Act 77 Section 7.09 Taxes 77 Section 7.10 ERISA 77 Section 7.11 Disclosure; No Material Misstatements 78 Section 7.12 Insurance 78 Section 7.13 Restriction on Liens 79 Section 7.14 Loan Parties 79 Section 7.15 Foreign Operations 79 Section 7.16 Location of Business and Offices 79 Section 7.17 Properties; Defensible Title, Etc. 79 Section 7.18 Maintenance of Properties 80 Section 7.19 Gas Imbalances; Prepayments 81 Section 7.20 Marketing of Production 81 Section 7.21 Security Instruments 81 Section 7.22 Swap Agreements and Eligible Contract Participant 81 Section 7.23 Use of Loans and Letters of Credit 81

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Section 7.24 Solvency 82 Section 7.25 Anti-Corruption Laws; Sanctions 82 Section 7.26 EEA Financial Institution 82 Section 7.27 Payment of Dividends and Distributions 82

ARTICLE 8 AFFIRMATIVE COVENANTS 83

Section 8.01 Financial Statements; Other Information 83 Section 8.02 Notices of Material Events 87 Section 8.03 Existence; Conduct of Business 87 Section 8.04 Payment of Obligations 88 Section 8.05 Performance of Obligations under Loan Documents 88 Section 8.06 Operation and Maintenance of Properties 88 Section 8.07 Insurance 89 Section 8.08 Books and Records; Inspection Rights 89 Section 8.09 Compliance with Laws 89 Section 8.10 Environmental Matters 89 Section 8.11 Further Assurances 91 Section 8.12 Reserve Reports 91 Section 8.13 Title Information 92 Section 8.14 Additional Collateral; Additional Guarantors 93 Section 8.15 ERISA Compliance 95 Section 8.16 Account Control Agreements; Location of Proceeds of Loans 96 Section 8.17 Minimum Swap Agreements 96 Section 8.18 Post-Closing 96

ARTICLE 9 NEGATIVE COVENANTS 96

Section 9.01 Financial Covenants 97 Section 9.02 Debt 97 Section 9.03 Liens 99 Section 9.04 Restricted Payments 99 Section 9.05 Investments, Loans and Advances 102 Section 9.06 Nature of Business; No International Operations 103 Section 9.07 Proceeds of Loans 104 Section 9.08 ERISA Compliance 104 Section 9.09 Sale or Discount of Receivables 104

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Section 9.10 Mergers, Etc. 104 Section 9.11 Sale of Properties and Termination of Hedging Transactions 105 Section 9.12 Sales and Leasebacks 107 Section 9.13 Environmental Matters 107 Section 9.14 Transactions with Affiliates 107 Section 9.15 Negative Pledge Agreements; Dividend Restrictions 107 Section 9.16 Take-or-Pay or Other Prepayments 108 Section 9.17 Swap Agreements 108 Section 9.18 Amendments to Organizational Documents and Material Contracts 109 Section 9.19 Changes in Fiscal Periods 110 Section 9.20 No Subsidiaries 110 Section 9.21 Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents 110 Section 9.22 Marketing Activities 110 Section 9.23 Prepayment of Second Lien Notes or Permitted Refinancing Debt; Amendment of Second Lien Documents 111 Section 9.24 Negative Pledge; Restrictions on Guarantees 112

ARTICLE 10 EVENTS OF DEFAULT; REMEDIES 112

Section 10.01 Events of Default 112 Section 10.02 Remedies 114

ARTICLE 11 THE ADMINISTRATIVE AGENT 116

Section 11.01 Appointment; Powers 116 Section 11.02 Administrative Agent’s Reliance, Indemnification, Etc. 119 Section 11.03 Posting of Communications 120 Section 11.04 The Administrative Agent Individually 121 Section 11.05 Successor Administrative Agent 122 Section 11.06 Acknowledgements of Lenders and Issuing Banks 123 Section 11.07 Collateral Matters 124 Section 11.08 Credit Bidding 124 Section 11.09 Certain ERISA Matters 125

ARTICLE 12 MISCELLANEOUS 128

Section 12.01 Notices 128 Section 12.02 Waivers; Amendments 129

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Section 12.03 Expenses, Indemnity; Damage Waiver 131 Section 12.04 Successors and Assigns 134 Section 12.05 Survival; Revival; Reinstatement 138 Section 12.06 Counterparts; Integration; Effectiveness 139 Section 12.07 Severability 140 Section 12.08 Right of Setoff 140 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 140 Section 12.10 Headings 142 Section 12.11 Confidentiality 142 Section 12.12 Interest Rate Limitation 142 Section 12.13 Collateral Matters; Swap Agreements 143 Section 12.14 No Third Party Beneficiaries 143 Section 12.15 EXCULPATION PROVISIONS 143 Section 12.16 USA Patriot Act Notice 144 Section 12.17 Flood Insurance Provisions 144 Section 12.18 Releases 144 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 144 Section 12.20 Material Non-Public Information 145 Section 12.21 No Fiduciary Duty, etc. 146 Section 12.22 Concerning the Second Lien Intercreditor Agreement 146 Section 12.23 Amendment and Restatement 146 Section 12.24 Assignment and Assumption of Administrative Agent 147 Section 12.25 Assignment and Assumption of Assigned Interest 148

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ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Maximum Credit Amounts

Exhibit A Form of NoteExhibit B Form of Borrowing RequestExhibit C Form of Interest Election RequestExhibit D Form of Compliance CertificateExhibit E Form of Solvency CertificateExhibit F Security InstrumentsExhibit G Form of Assignment and AssumptionExhibit H-1 Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders; non-partnerships)Exhibit H-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; non-partnerships)Exhibit H-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships)Exhibit H-4 Form of U.S. Tax Compliance Certificate (Non-U.S. Lenders; partnerships)

Schedule 1.1 Excepted LiensSchedule 7.05 LitigationSchedule 7.06 Environmental MattersSchedule 7.07 Material Documents relating to Borrower Preferred Units and the Second Lien NotesSchedule 7.12 InsuranceSchedule 7.14 Loan PartiesSchedule 7.19 Gas ImbalancesSchedule 7.20 Marketing of ProductionSchedule 7.22 Swap AgreementsSchedule 9.05 Investments

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THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2018, is among ROSEHILLOPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”),ROSEHILL RESOURCES INC., a corporation organized under the laws of the State of Delaware (“RRI”), each of the Lenders from timeto time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with itssuccessors in such capacity, the “Administrative Agent”); and solely for the purposes of Section 12.24, the Exiting Administrative Agent(as hereinafter defined); and solely for the purposes of Section 12.25, the Exiting Lender (as hereinafter defined).

R E C I T A L S

A. The Borrower, PNC Bank, National Association, as sole lender (the “Exiting Lender”), and PNC Bank, National Association, as

administrative agent for the Exiting Lender (the “Exiting Administrative Agent”) are parties to the Existing Credit Agreement (ashereinafter defined) pursuant to which the Exiting Lenders provided certain loans and extensions of credit to the Borrower.

B. The Borrower has requested that the Exiting Administrative Agent and the Exiting Lender assign their respective interests andobligations in the Existing Credit Agreement to the Administrative Agent and the Lenders, that the Administrative Agent andLenders amend and restate the Existing Credit Agreement as set forth herein and that the Lenders provide certain loans to andextensions of credit on behalf of the Borrower and the Exiting Administrative Agent and the Exiting Lender have agreed to assigntheir respective interests and obligations in the Existing Credit Agreement to the Administrative Agent and the Lenders, theAdministrative Agent and the Lenders have agreed to amend and restate the Existing Credit Agreement as set forth herein and theLenders have agreed to provide certain loans to and extensions of credit on behalf of the Borrower, in each case, subject to theterms and conditions of this Agreement.

C. The Borrower has requested that each Issuing Bank provide Letters of Credit, and each Issuing Bank has agreed to issue Lettersof Credit, subject to the terms and conditions of this Agreement.

D. The Borrower and each other Loan Party desires to secure all of the Secured Obligations by granting to the Administrative Agent,

for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property of the Borrower and theother Loan Parties, subject to the limitations described herein and in the Security Instruments.

E In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitmentshereinafter referred to, the parties hereto agree as follows:

ARTICLE 1DEFINITIONS 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:

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

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (roundedupwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory ReserveRate.

“Administrative Agent” has the meaning set forth in the preamble hereto.

“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 5.06.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means each of the Administrative Agent and any other agent or sub-agent pursuant to Section 11.05 appointed by theAdministrative Agent with respect to matters related to the Loan Documents.

“Aggregate Maximum Credit Amounts” means, at any time, an amount equal to the sum of the Maximum Credit Amounts in effect atsuch time, as the same may be reduced or terminated pursuant to Section 2.06.

“Agreement” means this Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto, as the same may beamended, modified, supplemented, restated, replaced or otherwise modified from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) theNYFRB 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 suchday is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the AdjustedLIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month InterestPeriod, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to achange in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective

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from and including the effective date of such change in the Prime Rate, the NYFRB 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 hereof, then the Alternate Base Rate shall be thegreater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if theAlternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Annualized EBITDAX” means (a) for the fiscal quarter ending on March 31, 2018, the sum of EBITDAX for the fiscal quartersended December 31, 2017 and March 31, 2018 multiplied by two, (b) for the fiscal quarter ending on June 30, 2018, the sum of EBITDAXfor the fiscal quarters ended December 31, 2017, March 31, 2018 and June 30, 2018 multiplied by one and one-third, and (c) for the fiscalquarter ending on September 30, 2018 and for each fiscal quarter thereafter ending on the last day of the fiscal quarter immediatelypreceding the date of determination for which financial statements are available, EBITDAX as of the four quarter period most recentlyended.

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

“Applicable Margin” means, for any date, the applicable rate per annum set forth below as determined based upon the BorrowingBase Utilization Percentage then in effect: Borrowing Base Utilization Percentage <25% ³25% and <50% ³50% and <75% ³75% and <90% ³90%Eurodollar Loans 2.00% 2.25% 2.50% 2.75% 3.00%ABR Loans 1.00% 1.25% 1.50% 1.75% 2.00%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change in theBorrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change.

“Applicable Percentage” means, with respect to any Lender, at any time, the percentage of the Aggregate Maximum Credit Amountsrepresented by such Lender’s Maximum Credit Amount; provided that when a Defaulting Lender shall exist, “Applicable Percentage” shallmean the percentage of the Aggregate Maximum Credit Amounts (disregarding any Defaulting Lender’s Maximum Credit Amount)represented by such Lender’s Maximum Credit Amount. The initial Applicable Percentage of each Lender is set forth on Annex I.

“Approved Counterparty” means (a) any Secured Swap Provider or (b) any other Person whose long term senior unsecured debtrating at the time a particular Swap Agreement transaction is entered into is A or A2 by S&P or Moody’s (or their equivalent), respectively,or higher.

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“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or anAffiliate of an entity that administers or manages a Lender.

“Approved Petroleum Engineers” means (a) Ryder Scott Company Petroleum Consultants, L.P., and (b) any other independentpetroleum engineers reasonably acceptable to the Administrative Agent.

“Arranger” means JPMorgan Chase Bank, N.A. in its capacity as sole bookrunner and sole lead arranger hereunder.

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

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

“Assigned Interests” has the meaning assigned to such term in Section 12.25(a).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent ofany party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit Gor any other form approved by the Administrative 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 inrespect of any liability 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 theEuropean Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to timewhich is described in the EU Bail-In Legislation Schedule.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” asdefined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise forpurposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of theBorrower, dated as of December 8, 2017 and as in effect on the Effective Date.

“Borrower Preferred Units” means the Borrower Series A Preferred Units and the Borrower Series B Preferred Units.

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“Borrower Series A Preferred Units” means the “Series A Preferred Units” as defined in the Borrower LLC Agreement, and issuedprior to the Effective Date (or issued at any time as payment in kind), which shall at all times be issued and outstanding in a like number,and with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights asthe Series A Redeemable Preferred Stock of RRI.

“Borrower Series B Preferred Units” means the “Series B Preferred Units” as defined in the Borrower LLC Agreement, which shall atall times be issued and outstanding in a like number, and with substantially the same rights to dividends and distributions (includingdistributions upon liquidation) and other economic rights, as the Series B Redeemable Preferred Stock of RRI.

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

“Borrowing Base” means at any time an amount determined in accordance with Section 2.07, as the same may be adjusted from timeto time pursuant to the Borrowing Base Adjustment Provisions.

“Borrowing Base Adjustment Provisions” means Section 2.07(e), Section 8.13(c) and Section 9.11(f) and any other provisionshereunder which adjust the amount of the Borrowing Base.

“Borrowing Base Deficiency” occurs if, at any time the aggregate Revolving Credit Exposures for all Lenders exceeds the BorrowingBase then in effect. The amount of the Borrowing Base Deficiency at such time is the amount by which the aggregate Revolving CreditExposures of all Lenders at such time exceeds the Borrowing Base in effect at such time.

“Borrowing Base Properties” means the Oil and Gas Properties of the Loan Parties included in the Initial Reserve Report andthereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

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

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

“Business Combination Agreement” means the Business Combination Agreement by and among RRI and Tema, dated as ofDecember 20, 2016 (as amended prior to the date hereof).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in 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 ofprincipal of or interest on, or a conversion of or into, or the Interest Period for, a Eurodollar Loan or a notice by the Borrower with respectto any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks areopen for dealings in dollar deposits in the London interbank market.

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“Capital Leases” means, in respect of any Person, all leases that are or should be, in accordance with GAAP, recorded as capitalleases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. Any lease that wastreated as an operating lease under GAAP at the time it was entered into that later becomes a capital lease as a result of a change in GAAPduring the life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement, and anylease that was treated as a capital lease under GAAP at the time it was entered into that later becomes an operating lease as a result of achange in GAAP during the life of such lease, including any renewals, shall be treated as a capital lease for all purposes under thisAgreement.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent (in a manner reasonably satisfactory tothe Administrative Agent, which may require such deposit to be made into a controlled account), for the benefit of any Issuing Bank or theLenders, as collateral for LC Exposure or obligations of the Lenders to fund participations in respect of LC Exposure, cash or depositaccount balances or, if the Administrative Agent and each Issuing Bank shall agree, in their sole discretion, other credit support, in eachcase pursuant to documentation in form and substance satisfactory to the Administrative Agent and each Issuing Bank. “Cash Collateral”shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-carde-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house services,return items, interstate depository network services, electronic funds transfer services, lockbox services and stop payment services), (c) anyother demand deposit or operating account relationships and (d) any other cash management services, including for collections and foroperating, payroll and trust accounts of the Borrower or any of the Borrower’s Subsidiaries.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domainor by condemnation or similar proceeding of, any Property of any Loan Party; provided, that any such event generating net proceeds of$10,000 or less shall not constitute a Casualty Event hereunder.

“Change in Control” means (a) RRI, or the Intermediate Holdco (if applicable), shall cease to be the sole managing member of theBorrower, (b) RRI directly or indirectly (through the Intermediate Holdco (if applicable)) shall cease to Control the Borrower, (c) theacquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group, other than Permitted Holders, (within themeaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interestsrepresenting more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of RRI,(d) the occupation of a majority of the seats (other than vacant seats) on the board of directors of RRI by Persons who were not (i) directorsof RRI on the date of this Agreement or nominated by the board of directors of RRI or (ii) appointed by directors so nominated; or(e) Specified Change of Control.

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“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any Law,(b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any GovernmentalAuthority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer ProtectionAct and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of Law)and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on BankingSupervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities (whether or not havingthe force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,adopted, issued, promulgated or implemented.

“Claims” has the meaning assigned to such term in Section 12.25(e).

“Class A Common Stock” means the “Class A Common Stock” as defined in the Borrower LLC Agreement.

“Co-Documentation Agents” means, collectively, BMO Harris Bank N.A. and SunTrust Bank in their respective capacities asco-documentation agents hereunder.

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

“Collateral” means all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created byany Security Instrument (which shall not, in any case, include any Excluded Assets).

“Commitment” means, with respect to each Lender, the obligation of such Lender to make or continue Loans and to acquireparticipations in Letters of Credit hereunder, as such obligation may be (a) modified from time to time pursuant to Section 2.06,(b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b), or (c) otherwise modifiedpursuant to the terms of this Agreement. The amount representing each Lender’s Commitment shall at any time be the lesser of (i) suchLender’s Maximum Credit Amount and (ii) such Lender’s Applicable Percentage of the then effective Borrowing Base.

“Commitment Fee Rate” means, for any date, the applicable rate per annum set forth below as determined based upon the BorrowingBase Utilization Percentage then in effect: Borrowing Base Utilization Percentage <25% ³25% and <50% ³50% and <75% ³75% and <90% ³90%Commitment Fee Rate 0.50% 0.50% 0.50% 0.50% 0.50%

Each change in the Commitment Fee Rate shall apply during the period commencing on the effective date of such change in theBorrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change.

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

“Common Units” means the “Common Units” as defined in the Borrower LLC Agreement.

“Compliance Certificate” shall have the meaning set forth in Section 8.01(c).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (howeverdenominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Net Income” means with respect to the Borrower and the Consolidated Subsidiaries, for any period, the aggregate ofthe net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on aconsolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise includedtherein) the following: (a) the net income of any Person in which the Borrower or any Consolidated Subsidiary has an interest (whichinterest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the ConsolidatedSubsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during suchperiod by such other Person to the Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) duringsuch period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers orloans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument orGovernmental Requirement applicable to such Consolidated Subsidiary or is otherwise restricted or prohibited, in each case determined inaccordance with GAAP; (c) the net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to thedate of such transaction; (d) any extraordinary non-cash gains or losses during such period; (e) non-cash gains or losses under FASB ASCTopic 815 resulting from the net change in mark to market portfolio of commodity price risk management activities during that period; and(f) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of aPerson, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and withoutlimiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the Equity Interests having ordinaryvoting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) willbe deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Party” means the Administrative Agent, any Issuing Bank or any other Lender.

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“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed moneyor evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whethercontingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accruedexpenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services that are more than ninety(90) days past the date of invoice other than those which are being contested in good faith by appropriate action and for which adequatereserves have been maintained in accordance with GAAP; (d) all obligations of such Person under Capital Leases; (e) all obligations ofsuch Person under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which theholder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or notsuch Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person orin which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of thelesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations orundertakings of such Person to maintain or cause to be maintained the financial position or covenants of others and, to the extent enteredinto as a means of providing credit support for the obligations of others and not primarily to enable such Person to acquire any suchProperty, all obligations or undertakings of such Person to purchase the Debt or Property of others; (i) obligations to deliver commodities,goods or services, including Hydrocarbons, in consideration of one or more advance payments, made more than one month in advance ofthe month in which the commodities, goods or services are to be delivered other than (i) Swap Agreements and (ii) gas balancingarrangements in the ordinary course of business; (j) any Debt of a partnership for which such Person is liable either by agreement, byoperation of law or by a Governmental Requirement but only to the extent of such liability; (k) the obligation of such Person in respect ofDisqualified Capital Stock; and (l) the undischarged balance of any production payment created by such Person or for the creation of whichsuch Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the characterdescribed above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not includedas a liability of such Person under GAAP. Debt shall not include liabilities resulting from endorsements of instruments for collection in theordinary course of business.

“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 debtorrelief Laws of the United States or other applicable jurisdictions from time to time in effect.

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

“Defaulting Lender” means, subject to Section 4.05(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans withintwo Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent andthe Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding(each of which conditions precedent, together with any applicable

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default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, orany 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 itdoes not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or publicstatement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’sdetermination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specificallyidentified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by theAdministrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with itsprospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) uponreceipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent companythat 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 orassets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or(iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership oracquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long assuch ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States orfrom the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that aLender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error,and such Lender shall be deemed to be a Defaulting Lender (subject to Section 4.05(b)) upon delivery of written notice of suchdetermination to the Borrower, each Issuing Bank, and each Lender.

“Deficiency Notification Date” has the meaning assigned to such term in Section 3.04(c)(ii).

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertibleor for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other thanother Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or isconvertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constituteDisqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year 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 theCommitments are terminated; provided, however, that any Equity Interest of a Person that is issued with the benefit of provisions requiringa change in control offer to be made for such Equity Interest in the event of a change in control of such Person will not be deemed to beDisqualified Capital Stock solely by virtue of such provisions (so long as any such provisions are subject to the prior payment of anySecured Obligations and the termination of the Commitments pursuant to any change in control offer provisions applicable thereto).

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

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof orthe District of Columbia other than (i) a Subsidiary substantially all of the assets of which consist of Equity Interests in a ForeignSubsidiary and (ii) a Subsidiary of a Foreign Subsidiary.

“EBITDAX” means, for any period, (a) the sum of Consolidated Net Income for such period plus the following expenses or chargesto the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) income and franchise taxes (including Texas margin orgross receipts taxes), (iii) depreciation, depletion, amortization, abandonment and exploration expenses, accretion and impairment of Oiland Gas Properties, (iv) the actual transaction costs, expenses, fees and charges of third parties that are incurred with respect to anyacquisition of Property, in an aggregate amount with respect to this clause (iv) not to exceed 5% of the total EBITDAX for such period(calculated without giving effect to this clause (iv)), and (v) other similar noncash charges (including expenses relating to stock basedcompensation, hedging, ceiling test impairments, etc. and other non-cash charges resulting from the requirements of ASC 410, 718 and815) minus (b) all noncash income added to Consolidated Net Income. For the avoidance of doubt, EBITDAX shall not include anyunrealized mark-to-market hedging gains or losses. For the purposes of calculating EBITDAX for any period for any determination of thefinancial ratio contained in Section 9.01(a), if at any time during such period the Borrower or any Subsidiary shall have made any MaterialDisposition or Material Acquisition, EBITDAX for such period shall be calculated after giving pro forma effect thereto as if such MaterialDisposition or Material Acquisition had occurred on the first day of such period; provided that the calculations of such pro formaadjustments are acceptable to the Administrative Agent in its reasonable discretion.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision ofan EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described inclause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described inclauses (a) or (b) of this definition and is subject 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 authorityof any EEA Member 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 withSection 12.02).

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

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“Environmental Laws” means any and all Governmental Requirements pertaining in any way to health and safety (insofar as eithermay be affected by a Release of, or exposure to, Hazardous Materials) the environment, the preservation or reclamation of naturalresources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which theBorrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiaryis located, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental,Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the OccupationalSafety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, (“RCRA”), as amended, the SafeDrinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of1986, as amended, the Hazardous Materials Transportation Act, as amended, the Natural Gas Pipeline Safety Act of 1968, as amended, theHazardous Liquid Pipeline Safety Act of 1979, as amended, and other environmental conservation or protection GovernmentalRequirements.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficialinterests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof topurchase or acquire any such Equity 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 any Loan Party 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 with respect to any Plan, (b) the withdrawal of the Borrower or any of its Subsidiariesor ERISA Affiliates from a Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA),(c) the filing of a notice of intent to terminate a Plan or the treatment of an amendment to such a Plan as a termination under Section 4041(c)of ERISA, (d) the institution by the PBGC of proceedings to terminate a Plan under Section 4042 of ERISA, (e) any event or condition(i) that provides a basis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer,any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, or (f) the incurrence by theBorrower or any of its Subsidiaries or ERISA Affiliates of any liability with respect to the partial or complete withdrawal within themeaning of Sections 4203 and 4205 of ERISA, of the Borrower, any of its Subsidiaries or ERISA Affiliates from a Multiemployer Plan.

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

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“Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising suchBorrowing, are bearing interest 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 being contested ingood faith by appropriate action and, in each case, for which adequate reserves have been maintained in accordance with GAAP;

(b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or publicliability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequatereserves have been maintained in accordance with GAAP;

(c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’,materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incident to theexploration, development, operation and maintenance of Oil and Gas Properties or Midstream Properties each of which is in respect ofobligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves havebeen maintained in accordance with GAAP;

(d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gaspartnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oiland natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements,marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred productionagreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permitsor agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquentor which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance withGAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien forthe purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;

(e) Liens arising solely by virtue of any statutory or common law provision or customary deposit account terms relating to banker’sliens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditordepository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against accessby the depositor in excess of those set forth by regulations promulgated by the Federal Reserve Board and no such deposit account isintended by any Loan Party to provide collateral to the depository institution (other than pursuant to the Loan Documents);

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(f) zoning and land use requirements, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations inany Property of any Loan Party for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for theremoval of gas, oil, coal or other minerals or timber, 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 monetary obligations and which in the aggregate do not materially impair the use of suchProperty for the purposes of which such Property is held by any Loan Party or materially impair the value of such Property subject thereto;

(g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performanceand return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatory obligations and otherobligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;

(h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which mayhave been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedingmay be initiated shall not have expired and no action to enforce such Lien has been commenced;

(i) royalties, overriding royalties, reversionary interests, production payments and similar lease burdens which (i) are customarilygranted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present value in themost recent Reserve Reports delivered to Administrative Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operateto reduce any Loan Party’s net revenue interest in production for such Oil and Gas Property (if any) below such interests reflected in themost recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the mostrecent Reserve Report without a corresponding increase in the corresponding net revenue interest;

(j) Liens to secure plugging and abandonment obligations;

(k) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course ofbusiness covering only the Property under such lease; and

(l) Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on substantially the same or better terms as ineffect on the Effective Date and otherwise in compliance with this Agreement.

provided, further, that Liens described in clauses (a) through (d) shall remain “Excepted Liens” only for so long as no action to enforcesuch Lien has been commenced, and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent andthe Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.

“Excess Tax Distributions” has the meaning assigned thereto in “Permitted Tax Distributions”.

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“Excluded Accounts” means (a) any account exclusively used for payroll, payroll taxes, other employee wage and benefit payments toor for the benefit of any employees of any Loan Party, (b) any account exclusively used as an escrow account or as a fiduciary or trustaccount or other account that a Loan Party is contractually obligated, solely with respect to a transaction permitted under this Agreement, tosegregate from the other assets of the Loan Parties, in each case, for the benefit of unaffiliated third parties, and (c) any other accounts tothe extent that the aggregate cash or cash equivalent balance of all such other accounts does not at any time exceed $100,000 in theaggregate.

“Excluded Assets” means:

(a) any lease, license, contract, property right, agreement or other document of any Loan Party to the extent that the grant of a securityinterest or other Lien by the Loan Party under the Loan Documents in such lease, license, contract, property right, agreement or otherdocument is prohibited by any Law of a Governmental Authority; and

(b) any lease, license, contract, property right or agreement to which a Loan Party is a party or any of its rights or interests thereunder,including any license hereunder that, if and for so long as the grant of such security interest or other Lien or license would constitute orresult in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license, contract, propertyright or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9.406, 9.407, 9.408 or9.409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including any DebtorRelief Law) or principles of equity); provided, however, that such security interest or other Lien shall attach immediately at such time asthe condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attachimmediately to any portion of such lease, license, contract, property right or agreement that does not result in any of the consequencesspecified above. So long as any property of a Loan Party is excluded from the security interest or other Lien granted pursuant to theSecurity Instruments, such property shall be excluded from the term “Collateral” for all purposes hereunder and under any other LoanDocument; provided, further, that (i) no such lease, license, contract or agreement shall have been entered into for the purpose of creating“Excluded Assets” under this clause (b) and (ii) the total fair market value of all Property with an individual fair market value in excess of$50,000 excluded under this clause (b) shall not exceed $2,000,000 in the aggregate at any time.

“Excluded Swap Obligation” means any obligation of any Guarantor to pay or perform under any Swap Agreement, if, and to theextent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such SwapAgreement (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) or any other applicable GovernmentalRequirement.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of anypayment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document,(a) Taxes imposed on or measured by net income (however denominated), state franchise Taxes, and branch

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profits Taxes, in each case, (i) by the United States of America (or any political subdivision thereof) or such other jurisdiction (or anypolitical subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case ofany Lender, in which its applicable lending office is located, or (ii) that are Other Connection Taxes, (b) in the 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 interest in a Loanor Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (otherthan pursuant to an assignment request by the Borrower under Section 5.05) or (ii) such Lender changes its lending office, except in eachcase to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignorimmediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxesattributable to any such recipient’s failure to comply with Section 5.03(g), and (d) any United States federal withholding Tax that isimposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement dated as of April 27, 2017 among the Borrower, the ExitingLender and the Exiting Administrative Agent, as heretofore amended by the First Amendment dated as of December 8, 2017.

“Existing Commitments” has the meaning assigned to such term in Section 12.25(a).

“Existing Loans” has the meaning assigned to such term in Section 12.25(a).

“Existing Loan Documents” has the meaning assigned to such term in Section 12.25(a).

“Exiting Administrative Agent” has the meaning assigned to such term in the recitals hereto.

“Exiting Lender” has the meaning assigned to such term in the recitals hereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that issubstantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretationsthereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practicesadopted pursuant to such intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connectionwith the implementation of the foregoing.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactionsby depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, andpublished on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal FundsEffective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

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“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting officer, treasureror controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of theBorrower.

“fiscal quarter” means each fiscal quarter ending on the last day of each March, June, September and December.

“fiscal year” means each fiscal year of the Borrower and its Subsidiaries for accounting and tax purposes, ending on December 31 ofeach year.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successorstatute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the NationalFlood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time to time,(d) the Flood Insurance Reform Act of 2004, and (e) the Biggert-Waters Flood Reform Act of 2012, and any regulations promulgatedthereunder.

“Forecasted Production” means the projected production contained in management forecasts of the Borrower of crude oil, natural gasand natural gas liquids (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, asapplicable, from Oil and Gas Properties owned by a Loan Party which are located in or offshore of the United States, as reasonablyapproved by the Administrative Agent.

“Foreign Subsidiary” means any 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 LCExposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders orCash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwiseinvesting in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to theterms and conditions set forth in Section 1.05.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including anysupra-national bodies such as the European Union or the European Central Bank).

“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 orhereinafter in effect, of any Governmental Authority.

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“Guarantors” means each Loan Party that guarantees the Secured Obligations pursuant to Section 8.14(b).

“Guaranty Agreement” means an agreement executed by the Guarantors in the form and substance acceptable to AdministrativeAgent, unconditionally guaranteeing on a joint and several basis, payment of the Secured Obligations, as the same may be amended,modified or supplemented from time to time.

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

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas andmineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profitinterests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise indicatedherein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Borrower or any other Loan Party, asthe context may require.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseoushydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom.

“Impacted Interest Period” has the meaning assigned to it in the definition of “LIBO Rate.”

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on accountof any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, OtherTaxes.

“Indemnitee” has the meaning assigned to such term in Section 12.03(b).

“Information” has the meaning assigned to such term in Section 12.11.

“Initial Reserve Report” means, collectively, the report of Ryder Scott Company Petroleum Consultants, L.P. with respect to the Oiland Gas Properties of the Loan Parties dated as of December 31, 2017.

“Intermediate Holdco” means any direct or indirect wholly-owned Subsidiary of RRI created after the Effective Date solely to holdEquity Interests of the Borrower (directly or indirectly through its ownership of another Intermediate Holdco).

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

“Interest Expense” means, as of the last day of any fiscal quarter, the interest expense (including the interest component in respect ofcapitalized lease obligations) solely to the extent payable or paid in cash accrued or paid by Borrower and its Subsidiaries during suchperiod, determined on a consolidated basis in accordance with GAAP, using the results of the twelve-month period ending with thatreporting period.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and(b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, inthe case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of suchInterest Period that occurs at intervals of three months’ 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 endingon the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, with the consent of eachapplicable Lender, nine or twelve months), as the Borrower may elect; provided, that (a) if any Interest Period would end on a day otherthan a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Daywould fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any InterestPeriod pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there isno numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendarmonth of such Interest Period and (c) no Interest Period may have a term which would extend beyond the Maturity Date. For purposeshereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of themost recent conversion or continuation of such Borrowing.

“Interim Redetermination” has the meaning assigned 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 InterimRedetermination becomes effective as provided in Section 2.07(d).

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places asthe LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifesterror) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period forwhich the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate for the shortestperiod (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

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“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of EquityInterests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at atime when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loanor capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt of or equity participation or interest in, orother extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding oragreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credithaving a term not exceeding ninety (90) days representing the purchase price of goods or services sold by such Person in the ordinarycourse of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes abusiness unit or any agreement to make any such acquisition; (d) the entering into of any guarantee of, or other contingent obligation(including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (withoutduplication) any amount committed to be advanced, lent or extended to such Person; or (e) the purchase or acquisition of Oil and GasProperties.

“Issuing Bank” means (a) JPMorgan Chase Bank, N.A. and (b) and each Lender approved by the Administrative Agent andreasonably satisfactory to, or requested by, the Borrower that agrees to act as an issuer of Letters of Credit hereunder, in each case, in itscapacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i). Any Issuing Bankmay, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shallinclude any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“January 1 Reserve Report” has the meaning assigned to such term in Section 8.12(a).

“Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlementarrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.

“LC Commitment” at any time means an amount equal to 10% of the Borrowing Base then in effect.

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

“LC Exposure” means, at any time of determination, the sum of (a) the aggregate amount available to be drawn of all outstandingLetters of Credit at such time (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount availableto be drawn shall currently give effect to any such future increase) plus (b) the aggregate amount of all LC Disbursements that have not yetbeen reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its ApplicablePercentage of the total LC Exposure at such time.

“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment andAssumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to anAssignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders”includes the Issuing Banks.

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“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

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

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall notbe available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate.

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the Londoninterbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of suchrate for U.S. Dollars for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor orsubstitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such ratefrom time to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as sodetermined would be less than zero, such rate shall be deemed to zero for the 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 such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, andincluding but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditionalsale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil andGas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservationsthat burden Property to the extent they secure an obligation owed to a Person other than the owner of the Property. For the purposes of thisAgreement, the Loan Parties shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional saleagreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested insome 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, the Security Instruments,Second Lien Intercreditor Agreement and any other agreement (other than Swap Agreements with Secured Swap Providers) entered into,now or in the future, in connection with this Agreement.

“Loan Party” means the Borrower and each Guarantor.

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

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“Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having greater than fifty percent(50%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holdinggreater than fifty percent (50%) of the outstanding aggregate principal amount of the Loans or 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 that the Maximum Credit Amountsof the Loans and participations interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination ofMajority Lenders.

“Material Acquisition” means, at any time, any acquisition of Property or series of related acquisitions of Property (including by wayof merger or consolidation) that involves the payment of consideration by the Borrower and its Subsidiaries in excess of 5% of thethen-existing Borrowing Base.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have amaterial adverse effect on (a) the business, operations, Property, assets, liabilities (actual or contingent) or financial condition of theBorrower and the other Loan Parties taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of itsobligations under any Loan Document to which it is a party, (c) the validity or enforceability of any Loan Document, or (d) the rights andremedies of or benefits available to the Administrative Agent, any other Agent, any Issuing Bank or any Lender under any Loan Document.

“Material Disposition” means, at any time, any disposition of Property or series of related dispositions of Properties that yields grossproceeds to the Borrower or any of its Subsidiaries in excess of 5% of the then-existing Borrowing Base.

“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more SwapAgreements, of any one or more of any Loan Party in an aggregate principal amount exceeding $2,000,000. For purposes of determiningMaterial Indebtedness, the “principal amount” of the obligations of any Loan Party in respect of any Swap Agreement at any time shall bethe Swap Termination Value.

“Maturity Date” means August 31, 2022; provided that the Maturity Date shall be automatically extended to March 28, 2023 (withoutthe need for any affirmative action by any party hereto other than a notice thereof by the Administrative Agent to the Lenders) upon thepayment in full of the Second Lien Notes (other than contingent indemnification obligations that survive by their terms) so long as noEvent of Default has occurred and is continuing at the time such extension of the Maturity Date is made effective.

“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under thecaption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction ortermination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06 or (b) modified from time to time pursuant to anyassignment permitted by Section 12.04(b). As of the Effective Date, the aggregate Maximum Credit Amounts of the Lenders are$500,000,000.

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“Maximum Rate” has the meaning assigned to such term in Section 12.12.

“Midstream Properties” means all tangible and intangible Property used in (a) gathering, compressing, treating, processing andtransporting Hydrocarbons; (b) fractionating and transporting Hydrocarbons; (c) marketing Hydrocarbons; including, without limitation,gathering lines and gathering systems, pipelines and pipeline systems, storage facilities, liquid extraction plants, plant compressors, pumps,pumping units, field gathering systems, gas processing plants, saltwater disposal facilities; and (d) any other gathering, transportation,compression, storage, processing, treating, dehydration, fractionation, generation, disposal or other similar assets related to the handling ofHydrocarbons, and together with surface leases, rights-of-way, easements and servitudes related to each of the foregoing. Unless otherwisespecified herein, “Midstream Properties” shall be deemed to refer to such properties owned by the Borrower and its Subsidiaries.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances,an amount equal to 105% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such timeand (b) if the Borrower agrees to deliver Cash Collateral consisting of Property other than cash or deposit account balances, an amountdetermined by the relevant Issuing Bank in its sole discretion.

“Minimum Mortgage Requirements” has the meaning set forth in Section 8.14.

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

“Mortgage” means each of the mortgages or deeds of trust executed by any one or more Loan Parties for the benefit of the SecuredParties as security for the Secured Obligations, together with any assumptions or assignments of the obligations thereunder by any LoanParty, and “Mortgages” shall mean all of such Mortgages collectively.

“Mortgaged Property” means any Property owned by any Loan Party 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 3(37) or 4001(a)(3) of ERISA, that is subject to Title IV ofERISA and to which the Borrower, a Subsidiary or an ERISA Affiliate is making or accruing an obligation to make contributions or wasobligated to make contributions within the last six (6) years.

“Net Debt” means, at any date, (a) all Debt of the Borrower and its Consolidated Subsidiaries on a consolidated basis, excluding (i) allobligations under or in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP or nomandatory redemption payment is then due, (ii) all Debt of others secured by (or for which the holder of such 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 by such Person,(iii) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly orindirectly received payment, and (iv) to the extent constituting Debt, obligations in respect of Swap Agreements less (b) unrestricted cashof the Borrower and its Consolidated Subsidiaries in an amount not to exceed the lesser of $50,000,000 or 10% of the Borrowing Base thenin effect.

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

“Non-U.S. Lender” means a Lender, with respect to the Borrower, that is not a U.S. Person.

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

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the OvernightBank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); providedthat if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal fundstransaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standingselected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zerofor the purposes of this Agreement

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with HydrocarbonInterests; (c) all presently existing or future unitization agreements, pooling agreements and declarations of pooled units and the unitscreated thereby (including all units created under orders, regulations and rules of any Governmental Authority) which may affect all or anyportion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contractsand agreements, which relate to any of the Hydrocarbon Interests or the production, sale, transportation, purchase, exchange or processingof Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced andsaved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues andother incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in anymanner 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 hereafter acquired and situated upon, used,held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property(excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purposeof drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings,structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plantsand pipeline systems and any related infrastructure to any thereof, 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 allof the foregoing; provided that the Oil and Gas Properties shall not include any “building” or “mobile home” (each as defined inRegulation H as promulgated by the Federal Reserve Board under the Flood Insurance Regulations). Unless otherwise indicated herein,each reference to the term “Oil and Gas Properties” means Oil and Gas Properties of the Borrower or any other Loan Party, as the contextmay require.

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“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation or designation andthe bylaws (or equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to anylimited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to anypartnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization withthe applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles offormation or organization of such entity.

“Other Connection Taxes” means with respect to any Credit Party, Taxes imposed as a result of a present or former connectionbetween such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party 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, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Creditor Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise fromany payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of asecurity interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposedwith respect to an assignment (other than an assignment made pursuant to Section 5.05).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollarborrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as setforth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bankfunding rate.

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

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

“Patriot Act” has the meaning assigned to such term in Section 12.16.

“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.

“Permitted Equity Acquisition” means any acquisition by Borrower or any Guarantor of any Equity Interests of another Person whichsatisfies and/or is conducted in accordance with the following requirements:

(a) such acquisition is approved by the Administrative Agent in its sole discretion;

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(b) such acquisition is of a business or Person that owns Oil and Gas Properties;

(c) the business or Person so acquired shall (x) become a wholly-owned direct Subsidiary of Borrower or of a Guarantor andBorrower or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided thatthe Loan Parties continue to comply with Section 8.03 hereof, be merged with and into Borrower or such a Guarantor (and, in the case ofBorrower, with Borrower being the surviving entity); and

(d) after giving effect to such acquisition (including the request of any Loans associated therewith), the Borrower is in pro formacompliance with the Agreement.

“Permitted Holders” means (a) Tema, (b) KLR Energy Sponsor, LLC, and (c) their respective Affiliates.

“Permitted Refinancing Debt” means Debt (for purposes of this definition, “New Debt”) incurred in exchange for, or proceeds ofwhich are used to refinance, all of any other Debt (the “Refinanced Debt”); provided that:

(a) such New Debt is in an aggregate principal amount not in excess of the sum of (i) the aggregate principal amount then outstandingof the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be dueand payable upon a declaration of acceleration thereof, such lesser amount), (ii) accrued and unpaid interest and fees and (iii) an amountnecessary to pay reasonable costs and expenses, including premiums, related to such exchange or refinancing;

(b) such New Debt does not provide for any scheduled repayment, mandatory redemption or payment of a sinking fund obligationprior to the date that is 90 days after the fifth anniversary of the Effective Date (except for any customary offer to redeem such Debtrequired as a result of asset sales or the occurrence of a “change of control” under and as defined in the Second Lien Documents or theSenior Unsecured Notes Documents);

(c) such New Debt contains covenants, events of default, remedies, guarantees and other terms which are not materially morerestrictive on the Borrower and each Loan Party, taken as a whole, than the terms of the Refinanced Debt on the Effective Date, unlesssuch more restrictive terms are incorporated into this Agreement;

(d) the mandatory prepayment, repurchase and redemption provisions of such New Debt are not materially more restrictive on theBorrower and each Loan Party, taken as a whole, than those imposed by the Refinanced Debt on the Effective Date;

(e) no Subsidiary of the Borrower (other than a Guarantor or a Person who becomes a Guarantor in connection therewith) is anobligor under such New Debt; and

(f) such New Debt (and any guarantees thereof) is subordinated in right of payment to the Secured Obligations to at least the sameextent as the Refinanced Debt and subordinated on terms satisfactory to the Administrative Agent.

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“Permitted Tax Distribution” means, with respect to any taxable period during which the Borrower is a pass-through entity for UnitedStates federal income tax purposes (including, for the avoidance of doubt, a disregarded entity not treated as separate from its owner)Restricted Payments to holders of equity in the Borrower, made on a pro rata basis in accordance with the number of common units in theBorrower owned by each such holder, in an aggregate amount such that each such equity holder receives an amount of Restricted Paymentsnecessary to enable such equity holder (and its direct and indirect owners) to pay its U.S. federal, state and/or local and non-U.S. incometaxes (as applicable) attributable to its direct or indirect ownership of the Borrower with respect to such taxable period (assuming that eachsuch equity holder (or its direct and indirect owners) is subject to tax at the highest combined marginal U.S. federal, state, and/or localincome tax rate applicable to any such equity holder (or its direct and indirect owners) for such taxable period (including any tax rateimposed on “net investment income” by Section 1411 of the Code and excluding the deductibility of state and local income taxes for U.S.federal income tax purposes), and taking into account the alternative minimum tax, any cumulative net taxable loss of the Borrower forprior taxable periods to the extent such loss is of a character that would allow such loss to be available to such equity holders (or their directand indirect owners) to reduce such attributable taxes of such equity holders (or their direct and indirect owners) in the current taxableperiod (taking into account any limitations on the utilization of such loss by such equity holders to reduce such attributable taxes andassuming such loss had not already been utilized) and the character (e.g., long-term or short-term capital gain or ordinary or exempt) of theapplicable income) provided, that if the sum of the amount of U.S. federal, state and local and non-U.S. tax liabilities of RRI for suchtaxable period and the amount of RRI’s obligations under the Tax Receivable Agreement relating to such taxable period exceeds theamount of Permitted Tax Distributions payable to RRI calculated as set forth above, then the equity holders shall be entitled to receiveadditional Restricted Payments (each, an “Excess Tax Distribution”), made on a pro rata basis in accordance with the number of commonunits in the Borrower owned by each such holder, in an aggregate amount such that RRI receives an additional amount of RestrictedPayments equal to such excess.

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

“Petroleum Industry Standards” means the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers(or any generally recognized successor) as in effect at the time in question.

“Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA butexcluding any Multiemployer Plan, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, aSubsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained orcontributed to by the Borrower or a Subsidiary or an ERISA Affiliate.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall StreetJournal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve StatisticalRelease H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar ratequoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by theAdministrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced orquoted as being effective.

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“Prior Lender Parties” has the meaning assigned to such term in Section 12.25(e).

“Prohibited Transaction” has the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, includingcash, 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 Reserves” means oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “ProvedReserves” and one of the following: (a) ”Developed Producing Reserves”, (b) ”Developed Non-Producing Reserves” or (c) ”UndevelopedReserves.”

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may beamended from time to time.

“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing loans to any Loan Party or Subsidiaryof a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

“PV-9” means, on any date of determination, with respect to any Proved Reserves expected to be produced from any Borrowing BaseProperties, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and theLoan Parties’ collective interests in such Proved Reserves during the remaining expected economic lives of such reserves, calculated inaccordance with the most recent bank price deck provided to the Borrower by the Administrative Agent.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 atthe time the relevant guaranty agreement or the grant of the relevant Lien becomes effective or such other Person as constitutes an “eligiblecontract participant” under the Commodity Exchange Act or any regulations promulgated thereunder.

“RCRA” has the meaning assigned to such term within the definition of “Environmental Laws.”

“Reclassified Units” has the meaning assigned to such term in Section 9.02(m).

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

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“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that theredetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).

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

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

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,employees, agents and advisors (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).

“Reportable Event” means any of the events described in Section 4043(c) of ERISA and the regulations issued thereunder withrespect to a Plan other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC has been waived.

“Required Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having at least sixty-six and twothirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding,Lenders holding at least sixty-six and two thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans orparticipation 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 that the Maximum Credit Amounts of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any)shall be excluded from the determination of Required Lenders.

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of thedates set forth in Section 8.12(a) (or such other date in the event of an Interim Redetermination), the Proved Reserves attributable to the Oiland Gas Properties of the Borrower and the other Loan Parties located in the United States of America, together with a projection of therate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based uponeconomic assumptions consistent with the Administrative Agent’s lending requirements at the time.

“Reserve Report Certificate” has the meaning set forth in Section 8.12(c).

“Responsible Officer” means, as to any Person, the chief executive officer, the president or any Financial Officer of such Person.Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.

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“Restricted Payment” means any dividend or other distribution or return of capital (whether in cash, securities or other Property) withrespect to any Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund orsimilar deposit, on account of the purchase, redemption, retirement, acquisition, conversion, cancellation or termination of any such EquityInterests.

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

“RRI” means Rosehill Resources Inc., a Delaware corporation.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is anationally 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 thetime of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by theOffice of Foreign 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 a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in theforegoing clauses (a) or (b).

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

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

“Scheduled Redetermination 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.

“Second Lien Documents” means the Second Lien Note Purchase Agreement and any and all credit or loan documents, instruments oragreements executed pursuant to or in connection with the Second Lien Note Purchase Agreement, in each case, together with allamendments, modifications, replacements, extensions and rearrangements thereof permitted by Section 9.23(b).

“Second Lien Intercreditor Agreement” means that certain Intercreditor Agreement dated as of December 8, 2017 among JPMorganChase Bank, N.A. as successor to PNC Bank, National Association, as Priority Lien Agent, and U.S. Bank National Association, as SecondLien Agent, acknowledged and agreed to by the Issuer and Grantors on the signature pages thereto.

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“Second Lien Note Purchase Agreement” means that certain Note Purchase Agreement dated as of December 8, 2017 among theBorrower, as Issuer, RRI, each of the Holders from time to time party thereto and U.S. Bank National Association as Agent, as the samemay from time to time be amended, amended and restated, supplemented or otherwise modified to the extent permitted by Section 9.23(b).

“Second Lien Notes” means senior secured second lien notes issued by the Borrower under the Second Lien Note PurchaseAgreement not to exceed $100,000,000 in the aggregate, which Debt is secured on a junior basis by any Collateral securing the SecuredObligations in accordance with the Second Lien Intercreditor Agreement, provided that such Debt is permitted to be incurred and remainoutstanding hereunder pursuant to Section 9.02(l) and any Liens securing such Debt are permitted pursuant to Section 9.03(d), as the samemay from time to time be amended, amended and restated, supplemented or otherwise modified to the extent permitted by Section 9.23(b).

“Second Lien Obligations” means all “Obligations” (as defined in the Second Lien Note Purchase Agreement) that describesobligations thereunder that are secured by a Lien on Collateral that is junior to the Liens on the Collateral securing the Secured Obligationsin accordance with the Second Lien Intercreditor Agreement.

“Second Lien and Series B Repayment Event” has the meaning assigned to such term in Section 9.01(a)(i).

“Secured Cash Management Agreement” means an agreement related to Cash Management Services between (x) any Loan Party and(y) a Secured Cash Management Provider.

“Secured Cash Management Provider” means, with respect to any agreement related to Cash Management Services, a Lender, anAffiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent who is the counterparty to any such agreementrelated to Cash Management Services.

“Secured Obligations” means any and all amounts owing or to be owing by any Loan Party (x) to the Administrative Agent, anyIssuing Bank or any Lender under any Loan Document, (y) to any Secured Swap Provider under any Secured Swap Agreement or SecuredCash Management Provider under any Secured Cash Management Agreement and (z) all renewals, extensions and/or rearrangements ofany of the foregoing, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or tobecome due, now existing or hereafter arising (including interest accruing after the maturity of the Loans and LC Disbursements andinterest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); provided that solelywith respect to any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act, Excluded Swap Obligationsof such Guarantor shall in any event be excluded from “Secured Obligations” owing by such Guarantor.

“Secured Parties” means, collectively, the Administrative Agent, each Lender, each Issuing Bank, each Secured Cash ManagementProvider, each Secured Swap Provider, each Indemnitee, each other Agent, and any other Person owed Secured Obligations and “SecuredParty” means any of them individually.

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“Secured Swap Agreement” means a Swap Agreement between (x) any Loan Party and (y) a Secured Swap Provider.

“Secured Swap Provider” means, with respect to any Swap Agreement, (a) a Lender or an Affiliate of a Lender who is thecounterparty to any such Swap Agreement with a Loan Party and (b) any Person who was a Lender or an Affiliate of a Lender at time whensuch Person entered into any such Swap Agreement who is a counterparty to any such Swap Agreement with a Loan Party.

“Securities Act” means the Securities Act of 1933.

“Security Instruments” means the Guaranty Agreement, Mortgages and any security agreements, deeds of trust, account controlagreements and other agreements, instruments or certificates described or referred to in Exhibit F, and any and all other agreements,instruments, consents or certificates now or hereafter executed and delivered by the Borrower, the other Loan Parties or any other Person(other than Swap Agreements with Secured Swap Providers or participation or similar agreements between any Lender and any otherlender or creditor with respect to any Secured Obligations pursuant to this Agreement) pursuant to the terms of, or as security for thepayment or performance of the Secured Obligations, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit,as such agreements may be amended, modified, supplemented or restated from time to time.

“Senior Unsecured Notes” means unsecured senior, senior subordinated or subordinated Debt consisting of notes or bonds issued bythe Borrower or a Guarantor, provided that (a) no Default or Event of Default has occurred and is continuing under this Agreement orwould result from such incurrence of Debt, (b) the maturity date of such Debt shall not occur before one hundred eighty (180) days afterthe Maturity Date, (c) there shall be no scheduled principal amortization, prepayments, redemptions, defeasance, tender, sinking fund orrepurchase obligations prior to the Maturity Date, and (d) the covenants, events of default, guarantees and other terms of such Debt, takenas a whole, are not more restrictive on the Borrower and its Subsidiaries than the terms of this Agreement (as in effect at the time of suchissuance or incurrence); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at leastfive Business Days prior to the incurrence or issuance of such Debt, together with a reasonably detailed description of the material termsand conditions of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that suchterms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoingrequirements unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with suchdetermination (including a reasonable description of the basis upon which it disagrees).

“Senior Unsecured Notes Documents” means, with respect to any Senior Unsecured Notes, each indenture or other agreementpursuant to which such Senior Unsecured Notes is issued or incurred, and any notes, certificates, security agreement, mortgage or otherdocuments made or delivered by the Borrower or any Subsidiary in connection with such Senior Unsecured Notes, as the same may beamended, modified or supplemented in accordance with Section 9.21.

“Series A Preferred Stock” means the 8.000% Series A Cumulative Perpetual Convertible Preferred Stock of RRI.

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“Series B Redeemable Preferred Stock” means “Series B Preferred Stock” as defined in the Stock Purchase Agreement.

“Series B Preferred Equity Holders” means those certain holders of Series B Redeemable Preferred Stock upon the Effective Datepursuant to the Stock Purchase Agreement including such additional holders of Series B Redeemable Preferred Stock from future issuancesas contemplated thereby.

“Specified Change of Control” means a “Change of Control” or a “Fundamental Change” (or, in each case, any other defined termhaving a similar purpose or meaning) as defined in any (i) Senior Unsecured Notes, (ii) Second Lien Documents, (iii) the Tax ReceivablesAgreement or (iv) documents governing any RRI’s Equity Interests.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator ofwhich is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency orsupplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject withrespect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Suchreserve percentage shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrencyfunding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be availablefrom time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjustedautomatically on and as of the effective date of any change in any reserve percentage.

“Stock Purchase Agreement” means the Series B Redeemable Preferred Stock Purchase Agreement dated as of December 8, 2017among RRI and the purchasers listed therein.

“Subsidiary” means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock orother ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only byreason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership orother entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or moreintermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreementshall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrower.

“Swap Agreement” means any agreement with respect to any swap, cap, collar, forward, future or derivative transaction or option orsimilar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates,currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,financial or pricing risk or value or any similar transaction or any combination of these transactions (including any agreement, contract ortransaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act); provided that no phantomstock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees orconsultants of any Loan Party shall be a Swap Agreement.

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“Swap Liquidation” means any Swap Agreement, which has been given value in the then effective Borrowing Base, is sold, assigned,novated, liquidated, unwound or terminated.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract ortransaction that constitutes 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 legallyenforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have beenclosed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the datereferenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by thecounterparties to such Swap Agreements.

“Syndication Agent” means Citibank, N.A. in its capacity as syndication agent hereunder.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP,treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rentthereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee inrespect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of theresidual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as of April 27, 2017 by and among RRI, Tema andits successors and permitted assigns, as the “TRA Holders,” and Tema or such other Person designated as the agent under such agreementas the “Agent”.

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

“Tema” means Tema Oil and Gas Company, a Maryland corporation or its Affiliates.

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

“Total Debt” means, at any date, all Debt of the Borrower and its Consolidated Subsidiaries on a consolidated basis, excluding (a) allobligations under or in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP or nomandatory redemption payment is then due, (b) all Debt of others secured by (or for which the holder of such 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 by such Person,(c) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly orindirectly received payment, and (d) to the extent constituting Debt, obligations in respect of Swap Agreements.

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“Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement,each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters ofCredit hereunder, the Borrower’s grant of the security interests and provision of collateral under the Security Instruments, and Borrower’sgrant of Liens on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, and (b) each other LoanParty, the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party, the guaranteeing of theSecured Obligations and the other obligations under the Guaranty Agreement by such Loan Party and such Loan Party’s grant of thesecurity interests and provision of collateral under the Security Instruments, and the grant of Liens by such Guarantor on MortgagedProperties (if applicable) 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 Loanscomprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 5.03(g)(ii)(B)(3).

“Whitehorse Asset Acquisition” means the acquisition of the Whitehorse Assets.

“Whitehorse Assets” means the Oil and Gas Properties and other related assets acquired pursuant to that certain Purchase and SaleAgreement, dated as of October 24, 2017, by and among, Whitehorse Energy, LLC, a Delaware limited liability company, WhitehorseEnergy Delaware, LLC, a Delaware limited liability company, Whitehorse Delaware Operating, LLC, Delaware limited liability company,Siltstone Resources II—Permian, LLC, a Delaware limited liability, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability,Rosehill Resources Inc., a Delaware corporation, and the Borrower.

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

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

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

Section 1.03 Types of Loans and Borrowings; Interest Rates. For purposes of this Agreement, Loans and Borrowings, respectively,may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”). The Administrative Agent does notwarrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matterrelated to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor rate thereto, or replacement ratetherefor.

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Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine andneuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and theword “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the contextrequires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referringto such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject toany restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any lawshall 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 restrictionscontained in the Loan Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed torefer 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” and “until” means “to but excluding” and the word “through” means “to andincluding” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall beinterpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shallbe interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificatesand reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, inaccordance with GAAP, applied on a basis consistent with the initial financial statements delivered under Section 8.01, except for changesin which the Borrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the nextdate on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless theBorrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliancewith the covenants contained herein is computed such that all such computations shall be conducted utilizing financial informationpresented consistently with prior periods. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, (a) forthe purposes of calculating compliance with any covenant in this Agreement or any other Loan Document, no effect shall be given to anychange in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17,2010 or a substantially similar pronouncement and (b) if the Borrower notifies the Administrative Agent in writing that the Borrowerwishes to amend any financial covenant in Section 9.01, any related definition to eliminate the effect of any change in GAAP occurringafter the Effective Date on the operation of such financial covenants (or if the Administrative Agent notifies the Borrower in writing thatthe Majority Lenders wish to amend any financial covenant in Section 9.01, any related

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definition to eliminate the effect of any such change in GAAP), then the Administrative Agent and the Borrower shall negotiate in goodfaith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approvalof the Majority Lenders); provided that, until so amended, the Loan Parties’ compliance with such covenants shall be determined on thebasis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or suchcovenants or definitions are amended in a manner satisfactory to the Borrower and the Majority Lenders, and the Loan Parties shall provideto the Administrative Agent, when they deliver their financial statements pursuant to under Sections 8.01(a) and (b) of this Agreement, suchreconciliation statements as shall be reasonably requested by the Administrative Agent.

Section 1.06 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty orobligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than asdescribed in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

ARTICLE 2THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein and relying upon the representations and warrantiesherein set forth, each Lender severally agrees to make Loans to the Borrower during the Availability Period in an aggregate principalamount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the totalRevolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forthherein, 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 Lendersratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shallnot relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall beresponsible for any other Lender’s failure to make Loans as required.

(b) Types of Loans. Subject to Section 3.03 and Section 5.06, each Borrowing shall be comprised entirely of ABR Loans orEurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan bycausing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shallnot affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any EurodollarBorrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than

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$1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multipleof $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entireunused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated bySection 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time bemore than a total of five (5) Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrowershall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect theretowould end after the Maturity Date.

(d) Notes. If requested by a Lender, the Loans made by such Lender shall be evidenced by a single Note of the Borrower, dated,in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender thatbecomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payableto such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed.Upon request from a Lender, in the event that any such Lender’s Maximum Credit Amount increases or decreases for any reason(whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effectivedate of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount aftergiving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable,Interest Period of each Loan made by such Lender, and all payments made on account of the principal thereof, may be recorded bysuch Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note orany continuation thereof or on any separate record maintained by such Lender. Failure to make any such notation or to attach a scheduleshall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer byany Lender of its Note.

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such requestby telephone (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Houston, Texas time, three Business Days before the dateof the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., Houston, Texas time, on the date of theproposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance thereimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable andshall be confirmed promptly by hand delivery, fax or other electronic communication to the Administrative Agent of a written BorrowingRequest in substantially the form of Exhibit B and signed by the Borrower, it being understood that the Administrative Agent may rely onthe authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each suchtelephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

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

(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 periodcontemplated by the definition of the term “Interest Period”;

(v) the amount of the then effective Borrowing Base, the current total Revolving Credit Exposures (without regard to therequested Borrowing) and the pro forma total 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 therequirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no InterestPeriod is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an InterestPeriod of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowingshall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate MaximumCredit Amounts and the then effective Borrowing Base).

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall adviseeach Lender of the details thereof 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 Requestand, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, theBorrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a EurodollarBorrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options withrespect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lendersholding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the AdministrativeAgent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower wererequesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonicInterest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other electronic communicationto the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower.

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

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

(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 tosuch 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 Borrowershall be deemed to have selected 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, theAdministrative Agent shall 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 on Interest Election. If the Borrower failsto 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 convertedto an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) nooutstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requeststhe conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unlessrepaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

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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 wiretransfer of immediately available funds by 1:00 p.m., Houston, Texas time, to the account of the Administrative Agent most recentlydesignated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrowerby promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agentand designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement ofan LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the applicable 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 to constitutea 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 tothe proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of suchBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance withSection 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if aLender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender andthe Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to theAdministrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the AdministrativeAgent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rateapplicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute suchLender’s Loan included in such Borrowing.

Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts.

(a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the MaturityDate. If at any time the Aggregate Maximum Credit Amounts are terminated or reduced to zero, then the Commitments shall terminateon the effective 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;provided that (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 $5,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum CreditAmounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(b), the total RevolvingCredit Exposures would exceed the total Commitments.

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(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate MaximumCredit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction,specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shalladvise the Lenders of the contents thereof. Any election by the Borrower to terminate or reduce the Aggregate Maximum CreditAmounts pursuant to a notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) may be made to be contingent uponthe consummation of a refinancing or effectiveness of other credit facilities and such notice may otherwise be extended orrevoked, in each case, with the requirements of Section 5.02 to apply to any failure of the contingency to occur and any suchextension or revocation. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and maynot be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders inaccordance with each Lender’s Applicable Percentage.

Section 2.07 Borrowing Base.

(a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date,the amount of the Borrowing Base shall be $150,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject tofurther adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions.

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined on a semi-annual basis in accordancewith this Section 2.07 (each such redetermination, a “Scheduled Redetermination”). Subject to Section 2.07(d), such redeterminedBorrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders onor about August 1, 2018 and thereafter, on or about, April 1st and October 1st of each year, as applicable, commencing on April 1,2019. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at thedirection of the Required Lenders, by notifying the Borrower thereof, one time between any two successive ScheduledRedeterminations, each elect to cause the Borrowing Base to be redetermined (an “Interim Redetermination”) in accordance with thisSection 2.07.

(c) Scheduled and Interim Procedure. Each Scheduled Redetermination and each Interim Redetermination shall be effectuated asfollows:

(i) Upon receipt by the Administrative Agent of (A) the applicable Reserve Report and related Reserve Report Certificateand (B) such other reports, data and supplemental information, including, without limitation, the information provided pursuant toSection 8.01 (as applicable) and Section 8.12, as may, from time to time, be reasonably requested by the Administrative Agent orthe Majority Lenders (the Reserve Report, related Reserve Report Certificate and such other reports, data and supplementalinformation being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in theEngineering

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Reports and shall, in its sole discretion, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon anyinformation (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described inthe Engineering Reports and the existence of any other Debt, the Loan Parties’ other assets, liabilities, fixed charges, cash flow,business properties, prospects, management and ownership, hedged and unhedged exposure to price, price and productionscenarios, interest rate and operating cost changes) as the Administrative Agent deems appropriate in its sole discretion andconsistent with its oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Baseexceed the Aggregate Maximum Credit Amounts.

(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “ ProposedBorrowing Base Notice”):

(A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the EngineeringReports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, then on orbefore the fifteenth (15th) day following the date of delivery (or such later date, within 30 days thereof, to which theBorrower and the Administrative Agent agree) or (2) if the Administrative Agent shall not have received the EngineeringReports required to be delivered by the Borrower pursuant to Section 8.12(a) in a timely and complete manner, thenpromptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had areasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and

(B) in the case of an Interim Redetermination, on or about the thirtieth (30 th) day after the Administrative Agent hasreceived the required Engineering Reports (unless otherwise agreed by the Borrower).

(iii) Any Proposed Borrowing Base that would (A) increase the Borrowing Base then in effect must be approved by allLenders (other than Defaulting Lenders) and (B) decrease or maintain the Borrowing Base then in effect must be approved or bedeemed to have been approved by the Required Lenders, in each case, as provided in this Section 2.07(c)(iii). Such decisions willbe made by each Lender based upon such criteria (including, without limitation, the status of title information with respect to theOil and Gas Properties as described in the Engineering Reports and the existence of any other Debt, the Loan Parties’ otherassets, 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 such Lender deems appropriate inits sole discretion and consistent with its oil and gas lending criteria as it exists at the particular time. Upon receipt of theProposed Borrowing Base Notice, each Lender shall have fifteen (15) days to agree with the Proposed Borrowing Base ordisagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If, at the end of such fifteen (15) dayperiod, in the case

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of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, a Lender has notcommunicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approvalof such Proposed Borrowing Base. If, at the end of such fifteen (15) day period, all of the Lenders (other than DefaultingLenders), in the case of a Proposed Borrowing Base that would increase the Borrowing Base then in effect, or the RequiredLenders, in the case of a Proposed Borrowing Base that would decrease or maintain the Borrowing Base then in effect, haveapproved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the Borrowing Base,effective on the date specified in Section 2.07(d). If, however, at the end of such fifteen (15) day period, all of the Lenders (otherthan Defaulting Lenders) or the Required Lenders, as applicable, have not approved or deemed to have approved the ProposedBorrowing Base as indicated above, then the Administrative Agent shall promptly thereafter poll the Lenders to ascertain thehighest Borrowing Base then acceptable to all of the Lenders (in the case of any increase to the Borrowing Base) or a number ofLenders sufficient to constitute the Required Lenders (in any other case) and such amount shall become the new Borrowing Base,effective on the date specified in Section 2.07(d).

(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to havebeen approved by all of the Lenders (other than Defaulting Lenders) or the Required Lenders, as applicable, pursuant toSection 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined BorrowingBase (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to theBorrower, the Administrative Agent, the Issuing Bank and the Lenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reportsrequired to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or aboutApril 1st or October 1st of each year, as applicable (or such later time as (x) the Borrower may agree upon request of theAdministrative Agent or (y) the Majority Lenders may agree upon the request of the Borrower), following such notice, or (B) ifthe Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant toSection 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such NewBorrowing Base Notice; and

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

Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next InterimRedetermination Date or the next adjustment to the Borrowing Base under the Borrowing Base Adjustment Provisions, whicheveroccurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until theNew Borrowing Base Notice related thereto is received by the Borrower.

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(e) Borrowing Base Reductions.

(i) Upon the issuance or incurrence of any Senior Unsecured Notes in accordance with Section 9.02(h), the Borrowing Basethen in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the difference between (A) the statedprincipal amount of such Senior Unsecured Notes (without regard to any original issue discount) and (B) the amount of proceedsof such issuance applied to repay any outstanding Senior Unsecured Notes, and the Borrowing Base as so reduced shall becomethe new Borrowing Base immediately upon the date of such issuance or incurrence, effective and applicable to the Borrower, theAdministrative Agent, the Issuing Banks and the Lenders on such date until the next redetermination or modification thereofhereunder.

(ii) If the sum of (A) the Borrowing Base value of the aggregate of dispositions of Oil and Gas Properties and EquityInterests (including Casualty Events in respect of Oil and Gas Properties with Proved Reserves attributable thereto) occurring inany period between Scheduled Redeterminations, plus (B) the Borrowing Base value of Swap Liquidations (unless novated orassigned to a counterparty with equal or better creditworthiness or replaced with positions or contracts of comparable value)occurring in the same period exceeds 5% of the then effective Borrowing Base, then the Borrowing Base shall be reduced in anamount of the Borrowing Base value or attributed value of such dispositions or Casualty Events in respect of Oil and GasProperties with Proved Reserves attributable thereto and the Borrowing Base value given to such terminated Swap Agreements asdetermined by the Administrative Agent. Any redetermination of the Borrowing Base pursuant to this Section 2.07(e) shall not beconsidered an Interim Redetermination requested by Administrative Agent within the meaning of Section 2.07(b).

(iii) The Borrowing Base may be reduced as provided in Section 8.13(c).

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 denominatedLetters of Credit for its own account or for the account of any other Loan Party, in a form reasonably acceptable to the AdministrativeAgent and the applicable Issuing Bank, at any time and from time to time during the period from the Effective Date until the day whichis five (5) Business Days prior to the end of the Availability Period; provided that the Borrower may not request the issuance,amendment, renewal or extension of Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as aresult thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions ofany form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, theapplicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstandinganything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Creditthe proceeds of which

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would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country orterritory that, at the time of such funding, is the subject of any Sanctions, (ii) in any manner that would result in a violation of anySanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such IssuingBank applicable to letters of credit generally.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or theamendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit by electroniccommunication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank andthe Administrative Agent (to be received no later than 10:00 a.m. Houston, Texas time five (5) Business Days, or such shorter periodas may be agreed to by the Issuing Bank, 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

(vi) specifying the amount of the then effective Borrowing Base and whether a Borrowing Base Deficiency exists at suchtime, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment,renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to therequested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

Each notice shall constitute a representation and warranty that after giving effect to the requested issuance, amendment, renewalor extension, as applicable, (A) the LC Exposure shall not exceed the LC Commitment, (B) no Lender’s Revolving Credit Exposureshall exceed its Commitment and (C) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser ofthe Aggregate Maximum Credit Amounts and the then effective Borrowing Base).

In addition, if requested by the Issuing Bank, as a condition to any such Letter of Credit issuance, the Borrower shall have enteredinto a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of

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credit application, in each case, as required by the Issuing Bank and using such bank’s standard form (each, a “Letter of CreditAgreement”); provided that, in the event of any conflict between such application or any Letter of Credit Agreement and the terms ofthis Agreement, 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 yearafter the date of the issuance of such Letter of Credit or, if a Letter of Credit is issued in favor of the Texas Railroad Commission (the“Specified L/Cs”), the date fifteen months after the date of issuance of such Letter of Credit (or, in the case of any renewal or extensionof a Letter of Credit, one year or, in the case of the Specified L/Cs, fifteen (15) months after such renewal or extension), in each caseunless consented to by the relevant Issuing Bank and the Administrative Agent, and (ii) the date that is five Business Days prior to theMaturity Date; provided, however, that any Letter of Credit with a one-year maturity date may, upon the request of the Borrower,include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months orless (but not beyond the date that is five Business Days prior to the Maturity Date) unless the Issuing Bank notifies the beneficiarythereof at least thirty days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable expirationdate that such Letter of Credit will not be renewed.

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

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shallreimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than1:00 p.m., Houston, Texas time, on the Business Day immediately following the later of the Business Day on which such LCDisbursement is made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified therelevant Issuing Bank and Administrative Agent that it will, and does, reimburse such LC Disbursement by the required date and time,the Borrower shall, subject to the conditions

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to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that suchpayment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation tomake such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such paymentwhen due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from theBorrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lendershall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner asprovided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the paymentobligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so receivedby it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to thisSection 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lendershave made payments pursuant to this Section 2.08(e) to reimburse the applicable Issuing Bank, then to such Lenders and the IssuingBank as their interests may appear. Any payment made by a Lender pursuant to this section to reimburse the Issuing Bank for any LCDisbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve theBorrower 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 beabsolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any andall circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of CreditAgreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Creditproving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect,(iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply withthe terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether ornot similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of,or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor anyIssuing Bank, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuanceor transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstancesreferred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, noticeor other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), anyerror in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided thatthe foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any directdamages (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 such Issuing

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Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply withthe terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of theapplicable Issuing Bank (as finally determined by a court of competent jurisdiction), such 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, theparties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of aLetter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents withoutresponsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make paymentupon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documentspurporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify theAdministrative Agent and the Borrower by telephone (confirmed by fax or other electronic transmission) of such demand for paymentand whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay ingiving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Bank and the Lenders withrespect to any such LC Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed suchIssuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereofshall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that Borrowerreimburses such LC Disbursement at the rate per annum then applicable to ABR Loans and such interest shall be due and payable onthe date when such reimbursement is payable; provided that this clause (h) shall remain subject in all respects to the provisions set forthin Section 3.02(c). Interest accrued pursuant to this Section 2.08(h) shall be for the account of such Issuing Bank, except that interestaccrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse such Issuing Bank shall be for theaccount of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank.

(i) An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, thereplaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any suchreplacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid feesaccrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any suchreplacement, (A) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under thisAgreement with respect to Letters of Credit to be issued thereafter and (B) references herein to the term “Issuing Bank” shall alsobe deemed to refer to such successor or to any

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previous Issuing Banks, or to such successor and all previous Issuing Banks, as the context shall apply. After the replacement ofan Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights andobligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, butshall not be required to issue additional Letters of Credit.

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bankat any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, suchIssuing Bank shall be replaced in accordance with clause (i) above.

(j) Cash Collateralization.

(i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from theAdministrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowershall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of theLenders, an amount in cash equal to the LC Exposure 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 dueand payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to theBorrower described in Section 10.01(h) or (i). Further, if 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), the Borrower shall deposit in suchan account an amount equal to the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued andunpaid interest thereon. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance ofthe obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control,including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits,which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk andexpense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements forwhich it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursementobligations of the Borrower for the LC Exposure at such time or be applied to satisfy other Secured Obligations in accordancewith the application of proceeds in Sections 3.04(c)(iv) and (v). If the Borrower is required to provide an amount of cashcollateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shallbe returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

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(ii) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of theAdministrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize theIssuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 4.05(a)(iv)and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(A) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such DefaultingLender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a firstpriority security interest in all such Cash Collateral as security for the Defaulting Lenders’ LC Exposure, to be appliedpursuant to clause (B) below. If at any time the Administrative Agent determines that Cash Collateral is subject to anyright 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 upondemand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amountsufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(B) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral providedunder this Section 2.08(j) or Section 4.05 in respect of Letters of Credit shall be applied to the satisfaction of theDefaulting Lender’s LC Exposure (including, as to Cash Collateral provided by a Defaulting Lender, any interest accruedon such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as mayotherwise be provided for herein.

(C) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any IssuingBank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.08(j)following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender statusof the applicable Lender) or (ii) the determination by the Administrative Agent and each Issuing Bank that there existsexcess Cash Collateral; provided that, subject to Section 4.05 the Person providing Cash Collateral and each Issuing Bankmay agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations andprovided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shallremain subject to the security interest granted pursuant to the Loan Documents.

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(k) Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereundersupports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,”“customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicableIssuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit,the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (includingto reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and(ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of theobligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Lettersof Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits fromthe businesses of such Subsidiaries.

ARTICLE 3PAYMENTS 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 accountof each Lender the 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 at the Alternate Base Rate plus the ApplicableMargin, but in no event to exceed the Maximum Rate.

(b) Eurodollar Loans. The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for theInterest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Maximum Rate.

(c) Post-Default Rate. Notwithstanding the foregoing, if any principal of, or interest on, any Loan or any fee or other amountpayable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at statedmaturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annumequal to two percent (2.0%) plus the rate applicable to ABR Loans as provided in Section 3.02(a) but in no event to exceed theMaximum Rate. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurred and iscontinuing or (ii) upon the agreement of the Majority Lenders, if any Event of Default (other than as specified in clause (i)) hasoccurred and is continuing, Loans outstanding at such time and, to the extent permitted by applicable law, any due and unpaid interestpayments on the Loans or any fees or other amounts due and owing hereunder (other than default interest occurring under thisSection 3.02(c)) shall bear interest, after as well as before judgment, at the rate then applicable to such Loans (including the ApplicableMargin) plus an additional two percent (2.0%), but in no event to exceed the Maximum 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 suchLoan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in theevent of any repayment or prepayment of any Loan (other than an optional prepayment of a ABR Loan prior to the Termination Date),accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) inthe event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on suchLoan 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 suchcomputation would exceed the Maximum Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 daysin a leap year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based onthe Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable forthe actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or AdjustedLIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and bebinding 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 andreasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because theLIBO Screen Rate is not available or published 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 the LIBO Rate, asapplicable for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining theirLoans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or fax as promptly as practicablethereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such noticeno longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowingas, a Eurodollar Borrowing shall be ineffective (and such Borrowing shall be automatically converted into ABR Loans on the last dayof the applicable Interest Period), and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be madeeither as an ABR Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost of funds.

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(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 setforth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authorityhaving jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO ScreenRate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor toestablish 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 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 theavoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate ofinterest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consentof any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the datenotice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that suchRequired Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b)(but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 3.03(b), only to the extent the LIBOScreen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request thatrequests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, (y) ifany Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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 wholeor 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 byfax or other electronic transmission) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not laterthan noon Houston, Texas time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABRBorrowing, not later than noon Houston, Texas time, at least one Business Day prior to the date of prepayment. Each such notice shallbe irrevocable and shall specify (i) the prepayment date, and (ii) the principal amount of each Borrowing or portion thereof to beprepaid, which shall not be less than the lesser of (x) the Revolving Credit Exposure or (y) $5,000,000 for any Loan; provided that, if anotice 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 withSection 2.06(b). Promptly following receipt of any such notice relating to a Borrowing, the Administrative

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Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would bepermitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowingshall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to theextent required by Section 3.02 and any amounts due under Section 5.02.

(c) Mandatory Prepayments.

(i) Upon Optional Terminations and Reductions. If, after giving effect to any termination or reduction of the AggregateMaximum Credit Amounts pursuant to Section 2.06(b), there is a Borrowing Base Deficiency, then the Borrower shall (A) prepaythe Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such Borrowing BaseDeficiency, and (B) if any Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of LC Exposure,Cash Collateralize such remaining deficiency as provided in Section 2.08(j). The Borrower shall be obligated to make suchprepayment and/or deposit of Cash Collateral substantially concurrently with the effectiveness of such termination or reduction

(ii) Upon Redeterminations, Title Related Adjustments, Etc . Upon any redetermination of the Borrowing Base pursuant toSection 2.07(b) or adjustment to the amount of the Borrowing Base in accordance with Section 8.13(c), if there is a BorrowingBase Deficiency, then, after receiving notice from the Administrative Agent by means of (x) a New Borrowing Base Notice or(y) written notice of adjustment pursuant to Section 8.13(c), in each case, of such Borrowing Base Deficiency (such date ofreceipt of notice, the “Deficiency Notification Date”),the Borrower shall, within ten (10) days of the Deficiency NotificationDate inform the Administrative Agent of the Borrower’s election to:

(A) within thirty (30) days of the date such election is made, (1) prepay the Loans in an aggregate principal amountequal to such Borrowing Base Deficiency and (2) if any Borrowing Base Deficiency remains after prepaying all of theLoans as a result of any LC Exposure, Cash Collateralize such excess as provided in Section 2.08(j),

(B) prepay the Loans in six (6) equal monthly installments, commencing on the thirtieth (30 th) day following theDeficiency Notification Date with each payment being equal to 1/6th of the aggregate principal amount of such excess (assuch Borrowing Base Deficiency may be reduced during such six-month period as a result of a Borrowing Basere-determination or other adjustment of the Borrowing Base described herein),

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(C) within sixty (60) days of the date such election is made, provide additional collateral in the form of additional Oiland Gas Properties not evaluated in the most recently delivered Reserve Report or other collateral reasonably acceptableto the Administrative Agent having a Borrowing Base value (as proposed by the Administrative Agent and approved bythe Required Lenders) sufficient, after giving effect to any other actions taken pursuant to this Section 3.04(c) to eliminateany such excess, or

(D) undertake a combination of clauses (A), (B) and (C).

provided that, notwithstanding the options set forth above, in all cases, the Borrowing Base Deficiency must beeliminated on or prior to the Termination Date. If, because of LC Exposure, a Borrowing Base Deficiency remains afterprepaying all of the Loans, the Borrower shall Cash Collateralize such remaining Borrowing Base Deficiency as providedin Section 2.08(j).

(iii) Upon Certain Adjustments. If there is a Borrowing Base Deficiency as a result of a Borrowing Base adjustmentpursuant to the Borrowing Base Adjustment Provisions (other than Section 8.13(c)), then on the next Business Day after theoccurrence of such Borrowing Base adjustment, the Borrower shall prepay Borrowings in an aggregate principal amount equal tosuch Borrowing Base Deficiency and if any Borrowing Base Deficiency remains as a result of LC Exposure, pay toAdministrative Agent an amount equal to such remaining Borrowing Base Deficiency to be held as cash collateral as provided inSection 2.08(j).

(iv) Application of Prepayments to Types of Borrowings. Each prepayment of Borrowings pursuant to this Section 3.04(c)shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, ratably to any Eurodollar Borrowings thenoutstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order ofpriority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicablethereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicablethereto.

(v) Interest to be Paid with Prepayments. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accruedinterest 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 or penalty,except as required under Section 5.02.

Section 3.05 Fees.

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than aDefaulting Lender to the extent set forth in Section 4.05) a commitment fee, which shall accrue at the applicable Commitment Fee Rateon the average daily amount of the unused amount of the Commitment of such Lender

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(determined taking into account both Loans and LC Exposure) during the period from and including the date of this Agreement to butexcluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last Business 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 commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Maximum Rate,in which 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 theactual 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 (other than aDefaulting Lender to the extent set forth in Section 4.05) a participation fee with respect to its participations in Letters of Credit, whichshall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans (as such rate may beincreased pursuant to Section 3.02(c)) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereofattributable to unreimbursed LC Disbursements that has been funded by such Lender) during the period from and including the date ofthis Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which suchLender ceases to have any LC Exposure, (ii) to each applicable Issuing Bank a fronting fee, which shall accrue at the rate per annumagreed to between such Issuing Bank and Borrower on the average daily amount of the LC Exposure attributable to such Issuing Bank(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of thisAgreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LCExposure and (iii) to each Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal orextension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through andincluding the last Business Day of March, June, September and December of each year shall be payable on such last Business Day,commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on theTermination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to anyIssuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting feesshall be computed on the basis of a year of 360 days, unless such computation would exceed the Maximum Rate, in which case interestshall 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 theamounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) Borrowing Base Increase Fees. If required by the Lenders, Borrower agrees to pay to the Administrative Agent, for theaccount and ratable benefit of the Lenders, fees payable in the amounts and at the times separately agreed upon between the Borrowerand the Administrative Agent in connection with Borrower’s acceptance of any increase of the Borrowing Base.

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ARTICLE 4PAYMENTS; 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, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 orotherwise) prior to 11:00 a.m., Houston, Texas 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. Anyamounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received onthe next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the AdministrativeAgent at its offices specified in Section 12.01, except payments to be made directly to the applicable Issuing Bank as expresslyprovided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directlyto the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any otherPerson to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruinginterest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the AdministrativeAgent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall beapplied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance withthe amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LCDisbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal andunreimbursed 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, obtainpayment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lenderreceiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accruedinterest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (forcash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so thatthe benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount

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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 rescindedand the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall notbe construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement orany payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participationsin LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which theprovisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively doso under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against theBorrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of theBorrower in the amount of such participation.

Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from theBorrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and/or any applicableIssuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made suchpayment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders and/or any applicableIssuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of theLenders and/or any applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith ondemand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date suchamount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a ratedetermined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 4.03 Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by itpursuant to Section 2.05(a), Section 2.08(d), Section 2.08(e) or Section 4.02 then the Administrative Agent may, in its discretion(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account ofsuch Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. If at any time priorto the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or areimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agentshall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until suchtime as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of allLoans then outstanding. After acceleration or maturity of the Loans, all principal will be paid ratably as provided in Section 10.02(c).

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Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors untoand in favor of the Administrative Agent for the benefit of the Secured Parties of all of the Borrower’s or each Guarantor’s interest in and toproduction and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The SecurityInstruments further provide in general for the application of such proceeds to the satisfaction of the Secured Obligations and otherobligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until theoccurrence of an Event of Default, (a) the Administrative Agent agrees that it will neither notify the purchaser or purchasers of suchproduction nor take any other action to cause such proceeds to be remitted to the Administrative Agent, but the Administrative Agent willinstead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agentto take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

Section 4.05 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomesa Defaulting Lender, 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 consentwith respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the AdministrativeAgent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X orotherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.08 shall be applied at suchtime or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by suchDefaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing bysuch Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure withrespect to such Defaulting Lender in accordance with Section 2.08(j); fourth, as the Borrower may request (so long as no Defaultor Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portionthereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the AdministrativeAgent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’spotential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under thisAgreement, in accordance with Section 2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank asa 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, to the payment of anyamounts owing

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to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such DefaultingLender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such DefaultingLender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of theprincipal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded itsappropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions setforth in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursementsowed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LCDisbursements owed to, such Defaulting Lender until such time as all Loans and LC Exposure is held by the Lenders pro rata inaccordance with the Commitments under the applicable facility without giving effect to Section 4.05(a)(iv). Any payments,prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by aDefaulting Lender or to post Cash Collateral pursuant to this Section 4.05(a)(ii) shall be deemed paid to and redirected by suchDefaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 3.05(a) for any periodduring which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwisewould have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 3.05(b) for any periodduring which that Lender is a Defaulting Lender only to the extent allocable to its LC Exposure for which it has providedCash Collateral pursuant to Section 2.08(j).

(C) No Defaulting Lender shall be entitled to receive any Borrowing Base increase fee for any period during whichthat Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would havebeen required to have been paid to that Defaulting Lender).

(D) With respect to any fee not required to be paid to any Defaulting Lender pursuant to clause (A), (B) or (C) above,the Borrower shall (x) pay to each non-Defaulting Lender that portion of any such fee otherwise payable to suchDefaulting Lender with respect to such Defaulting Lender’s LC Exposure that has been reallocated to such non-DefaultingLender pursuant to clause (iv) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to suchDefaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) notbe required to pay the remaining amount of any such fee.

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(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s LC Exposureshall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculatedwithout regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 6.02are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent atsuch time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and(y) such reallocation does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed suchnon-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any partyhereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of anon-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

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

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Issuing Bank agree in writing that a Lender is nolonger a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified insuch notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), thatLender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actionsas the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters ofCredit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to Section 4.05(a)(iv)),whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect tofees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, thatexcept to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender willconstitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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

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ARTICLE 5INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES

Section 5.01 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similarrequirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except anyreserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;

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

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (otherthan Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Credit Party of making, converting to,continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, suchIssuing Bank or other Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation toparticipate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such otherCredit Party (whether of principal, interest or any other amount), then, upon request of such Lender, Issuing Bank or other Credit Party,the Borrower will pay to such Lender or such other Credit Party such additional amount or amounts as will compensate such Lender orsuch other Credit Party for such additional costs incurred or reduction suffered.

(b) Capital and Liquidity Requirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lenderor Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital orliquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on thecapital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of suchLender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any IssuingBank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of suchLender’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower willpay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or IssuingBank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

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(c) Certificates for Reimbursement. A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary tocompensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall bedelivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as thecase may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to thisSection 5.01 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that theBorrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs orreductions incurred more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies theBorrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention toclaim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then thenine month period referred to above shall be extended to include 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 lastday of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into aABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay anyEurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other than onthe last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04 then, in any suchevent, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a EurodollarLoan, such loss, cost or expense to any Lender shall be deemed to 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 of such Loan had such event not occurred, at the AdjustedLIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then currentInterest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Periodfor 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 otherbanks in the eurodollar market.

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to thisSection 5.02 and demonstrating, in reasonable detail, the computation of such amount or amounts shall be delivered to the Borrowerand shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificatewithin 10 days after receipt thereof.

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Section 5.03 Taxes.

(a) Defined Terms. For purposes of this Section 5.03, Section 5.04 and Section 5.05, the term “Lender” includes any IssuingBank and the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any LoanDocument shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law(as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax fromany such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction orwithholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance withapplicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased asnecessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable toadditional sums payable under this Section 5.03), the applicable Credit Party receives an amount equal to the sum it would havereceived had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Loan Parties . The Loan Parties shall timely pay to the relevant Governmental Authority inaccordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties . The Loan Parties shall jointly and severally indemnify each Credit Party, within 10 daysafter written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on orattributable to amounts payable under this Section 5.03) payable or paid by such Credit Party or required to be withheld or deductedfrom a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not suchIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to theamount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by theAdministrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days afterdemand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnifiedthe Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable tosuch Lender’s failure to comply with the provisions 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 connectionwith any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes werecorrectly or legally imposed or asserted by the relevant Governmental Authority. A

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certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absentmanifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing tosuch Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source againstany amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authoritypursuant to this Section 5.03, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receiptissued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence ofsuch payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made underany Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by theBorrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by theBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate ofwithholding. In addition, any Lender shall deliver such other documentation prescribed by applicable law or reasonably requestedby the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether ornot such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to thecontrary in the preceding two sentences, the completion, execution and submission of such documentation (other than suchdocumentation set forth in Section 5.03(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonablejudgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense orwould materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to thedate on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonablerequest of the Borrower or the Administrative Agent), executed originals or copies of IRS Form W-9 (or any successorform) certifying that such Lender is exempt from U.S. federal backup withholding tax;

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(B) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on whichsuch Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonablerequest of the Borrower or the Administrative Agent), whichever of the following is applicable:

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

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

(3) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest underSection 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S.Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of theBorrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described inSection 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or copies of IRSForm W-8BEN (or any successor form); or

(4) to the extent a Non-U.S. Lender is not the beneficial owner, executed originals or copies of IRS FormW-8IMY(or any successor form), accompanied by IRS Form W-8ECI (or any successor form), IRS Form W-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, and/or other certification documents from each beneficial owner, as applicable; provided that if theNon-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claimingthe portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantiallyin the form of Exhibit H-4 on behalf of each such direct and indirect partner;

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(C) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on whichsuch Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonablerequest of the Borrower or the Administrative Agent), executed originals or copies of any other form prescribed byapplicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or theAdministrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Taximposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to theBorrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonablyrequested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including asprescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by theBorrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply withtheir obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations underFATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),“FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received arefund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amountspursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnitypayments made under this Section 5.03 with respect to 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 any interest paid by the relevant Governmental Authoritywith respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnifiedparty the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevantGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.Notwithstanding anything to the contrary in this paragraph (h), in no event will the

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indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which wouldplace the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subjectto indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnificationpayments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require anyindemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to theindemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the AdministrativeAgent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment,satisfaction or discharge of all obligations under any Loan Documents.

Section 5.04 Designation of Different Lending Office. If any Lender requests compensation under Section 5.01, or required theBorrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lenderpursuant to Section 5.03, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lendingoffice for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches oraffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant toSection 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expenseand would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurredby any Lender in connection with any such designation or assignment.

Section 5.05 Replacement of Lenders. If any Lender requests compensation under Section 5.01, or if the Borrower is required to payany Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant toSection 5.03, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance withSection 5.04, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender andthe Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictionscontained in, and consents required by, Section 12.04(b)), all of its interests, rights (other than its existing rights to payments pursuant toSection 5.01 or Section 5.03) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume suchobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have paid tothe Administrative Agent the assignment fee (if any) specified in Section 12.04, (ii) such Lender shall have received payment of an amountequal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all otheramounts payable to it hereunder, and under the other Loan Documents (including any amounts under Section 5.02), from the assignee (tothe extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case ofany such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03,such assignment will result in a reduction in such compensation or payments, and (iv) such assignment does not conflict with applicablelaw. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender orotherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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Section 5.06 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lenderor its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular InterestPeriod hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’sobligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make andmaintain such Eurodollar Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABRLoans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender thenoutstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent thatAffected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to suchLender’s Affected Loans shall be applied instead to its ABR Loans.

ARTICLE 6CONDITIONS PRECEDENT

Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credithereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance withSection 12.02):

(a) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested bythe Administrative Agent) of this Agreement signed on behalf of such party and duly executed Notes payable to each Lender thatrequested a Note.

(b) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may berequested by the Administrative Agent) of the Security Instruments, including the Guaranty Agreement, and except in cases where nosignature is required, the other Security Instruments described on Exhibit F (other than, for the avoidance of doubt, those controlagreements described in Section 8.18). In connection with the execution and delivery of the Security Instruments, the AdministrativeAgent shall be reasonably satisfied that the Security Instruments create first priority Liens that may be perfected upon recordation ofproperly completed financing statements and the Security Instruments in the appropriate filing offices therefor (except Liens permittedby Section 9.03 may exist) as required by the Minimum Mortgage Requirements and as otherwise set forth in Section 8.14.

(c) The Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party and of RRI settingforth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Loan Party orRRI, as applicable, to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated inthose documents, (ii) the officers of such

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Loan Party or RRI, as applicable, (y) who are authorized to sign the Loan Documents to which such Loan Party or RRI, as applicable,is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for thepurposes of signing documents and giving notices and other communications in connection with this Agreement and the transactionscontemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation andby-laws or other applicable Organizational Documents of such Loan Party or RRI, as applicable, certified as being true and complete.The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice inwriting from such Loan to the contrary.

(d) The Administrative Agent shall have received certificates of the appropriate State agencies, as requested by theAdministrative Agent, with respect to the existence, qualification and good standing of each Loan Party and of RRI in each jurisdictionwhere any such Loan Party is organized or owns Borrowing Base Properties, except where the failure to so qualify could not reasonablybe expected to result in a Material Adverse Effect.

(e) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substancereasonably satisfactory to the Administrative Agent certifying that (i) all representations and warranties of the Loan Parties set forth inthis Agreement are true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material AdverseEffect has occurred since December 31, 2016.

(f) The Administrative Agent shall have received (i) copies of the consolidated financial statements, prepared in accordance withGAAP, of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, which financial statements include an auditof the assets and liabilities contributed by Tema to Borrower pursuant to the Business Combination Agreement (and the transactionsconsummated thereunder) as of December 31, 2015 and December 31, 2016, and (ii) budget and pro forma projections for the Borrowerand its Subsidiaries (including a pro forma closing balance sheet, pro forma statements of operations and cash flow) for the years 2018through 2020 and quarterly projections through 2018 and yearly thereafter, including assumptions used in preparing the forecastfinancial statements, satisfactory to the Administrative Agent.

(g) The Administrative Agent shall have received evidence that adequate insurance, if applicable, required to be maintained inaccordance with Section 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable specialendorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming theAdministrative Agent as additional insured, mortgagee, lender or loss payee, as applicable.

(h) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower substantially in the formof Exhibit E certifying that, after giving effect to the Borrowings under this Agreement, the Borrower and the other Loan Parties, on aconsolidated basis, are solvent.

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(i) The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate covering the mattersdescribed in Section 8.12(c)(i)-(iii).

(j) The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and otherinformation previously requested and required by regulatory authorities under applicable “know your customer” and anti-moneylaundering rules and regulations, including the USA Patriot Act.

(k) The Administrative Agent shall have received an opinion of Haynes and Boone LLP, special counsel for the Loan Parties, andan opinion of Hinkle Shanor LLP, New Mexico local counsel for the Loan Parties, in each case, in form and of substance reasonablyacceptable to the Administrative Agent.

(l) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts required to be paidunder this Agreement or the other Loan Documents due and payable on or prior to the Effective Date and, to the extent invoiced,reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(m) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering theProperties of the Borrower and the other Loan Parties other than those being released on or prior to the Effective Date or Lienspermitted by Section 9.03.

(n) The Administrative Agent shall have received title information as the Administrative Agent may reasonably requiresatisfactory to the Administrative Agent setting forth the status of title to at least 80% of the PV-9 of the Borrowing Base Properties.

(o) The Administrative Agent shall have received (i) a duly executed and delivered Priority Confirmation Joinder (as such term isdefined in the Intercreditor Agreement), (ii) a written consent from the holders of the Second Lien Notes with respect to theTransactions, (iii) a written consent agreement from the Series B Preferred Equity Holders with respect to the Transactions, in eachcase, in form and substance reasonably satisfactory to it, and (iv) true, correct and complete copies of each document and agreement setforth on Schedule 7.07, together with any amendments, supplements or modifications thereto, in each case, as in effect on the EffectiveDate.

(p) The corporate, capital and ownership structure of the Borrower and its Subsidiaries upon the Effective Date shall bereasonably satisfactory to Administrative Agent.

(q) The Administrative Agent shall be reasonably satisfied that all Swap Agreements (as defined in the Existing CreditAgreement) to which a Loan Party is party have been novated so that the counterparties thereto are each an Approved Counterparty (asdefined hereunder), and the Administrative Agent shall have received copies of any ISDA schedules and credit support annexes andany novations thereof, which shall, in each case, be in form and substance reasonably acceptable to Administrative Agent.

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(r) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Series B Redeemable PreferredStock is treated as equity of RRI in accordance with GAAP.

(s) The Administrative Agent shall be reasonably satisfied as to all diligence conducted by it as to matters concerning theBorrower’s business, accounting, environmental, legal and financial matters, and shall have received such other certificates,documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactionscontemplated by this Agreement and the other Loan Documents.

(t) The Administrative Agent and the Second Lien Agent shall have received the certifications required pursuant to Section 4.04of the Intercreditor Agreement.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusiveand binding.

Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including theinitial funding), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit and the Effective Date, is subject to thesatisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension ofsuch Letter of Credit, as applicable, no Default or Event of Default 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 LoanDocuments shall be true and correct in all material respects (unless already qualified by materiality in which case such applicablerepresentation and warranty shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment,renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expresslylimited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal orextension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all materialrespects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) asof such specified earlier date.

(c) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter ofCredit (or an amendment, 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 bedeemed to constitute a representation and warranty by the Borrower and the other Loan Parties on the date thereof as to the mattersspecified in Section 6.02(a) through (c).

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ARTICLE 7REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

Section 7.01 Organization; Powers. Each Loan Party is duly organized, validly existing and in good standing under the laws of thejurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, authorizations, consents andapprovals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in goodstanding in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations, consents,approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability. The Transactions are within each Loan Party’s corporate powers and have been dulyauthorized by all necessary corporate and, if required, owner action. Each Loan Document to which a Loan Party is a party has been dulyexecuted and delivered by it and constitutes its legal, valid and binding obligation, as applicable, enforceable in accordance with its terms,subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject togeneral principles of 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, orany other action by, any Governmental Authority or any manager, member, equityholder, shareholder or other third Person, nor is any suchconsent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or theconsummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect otherthan (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement and (ii) those approvalsor consents from third parties (other than managers, members, equityholders or shareholders) which, if not made or obtained, would notcause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect, or do not have an adverse effect on theenforceability of the Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or any order of anyGovernmental Authority or (ii) the Organizational Documents of RRI, or the Intermediate Holdco (if applicable), or any Loan Party,(c) will not violate or result in a default under any indenture, note, credit agreement or other similar instrument binding upon any LoanParty or its Properties, or give rise to a right thereunder to require any payment to be made by any Loan Party and (d) will not result in thecreation or imposition of any Lien on any Property of any Loan Party (other than the Liens created by the Loan Documents and Lienscreated under the Second Lien Documents to the extent permitted hereunder and under the Second Lien Intercreditor Agreement).

Section 7.04 Financial Condition; No Material Adverse Change .

(a) Since December 31, 2016, and after giving effect to the Transactions (i) there has been no event, development or circumstancethat has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and the LoanParties has been conducted only in the ordinary course consistent with past business practices.

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(b) Neither the Borrower nor any other Loan Party has on the date of this Agreement, after giving effect to the Transactions, anymaterial Debt (including Disqualified Capital Stock) other than the Secured Obligations, the Second Lien Obligations and obligationsunder the Borrower Preferred Units (to the extent constituting Debt) or any contingent liabilities, off-balance sheet liabilities orpartnerships, liabilities for taxes, or unusual forward or long-term commitments or unrealized or anticipated losses from anyunfavorable commitments.

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 orGovernmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against any Loan Party that (i) arenot fully covered by insurance (except for normal deductibles) as to which there is a reasonable possibility of an adverse determinationthat, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or(ii) involve any Loan Document 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 the aggregate, has resulted in 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 not reasonably be expected to have a Material Adverse Effect (or for each Loan Party’s Oil and Gas Properties where another partyother than such Loan Party is the operator, to the knowledge of the Borrower could not reasonably be expected to have a Material AdverseEffect):

(a) While the Loan Parties have operated Properties, the Loan Parties and each of their respective Properties and operationsthereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;

(b) the Loan Parties have obtained all Environmental Permits required for their respective operations and each of their Properties,with all such Environmental Permits being currently in full force and effect, and no Loan Party has received any written notice that anysuch existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of anyexisting Environmental Permit will be denied;

(c) the Loan Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning anyviolation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or,to the Borrower’s knowledge, threatened against any Loan Party or any of their respective Properties or as a result of any operations atthe Properties;

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(d) none of the Loan Parties owns or operates a treatment, storage, or disposal facility requiring a permit under the RCRA,regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;

(e) except as permitted under applicable laws, there has been no Release or, to the Borrower’s knowledge, threatened Release, ofHazardous Materials attributable to the operations of any Loan Party at, on, under or from any Loan Party’s Properties and there are noinvestigations, remediations, abatements, removals of Hazardous Materials required under applicable Environmental Laws relating tosuch Releases or threatened Releases or at such Properties and, to the knowledge of the Borrower, none of such Properties areadversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property;

(f) no Loan Party has received any written notice asserting an alleged liability or obligation under any Environmental Laws withrespect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, orReleased or threatened to be Released from any real properties offsite the Loan Party’s Properties and there are no conditions orcircumstances that would reasonably be expected to result in the receipt of such written notice;

(g) to the Loan Party’s knowledge, there has been no exposure of any Person or Property to any Hazardous Materials as a result ofor in connection with the operations and businesses of any Loan Party or relating to any of their Properties that would reasonably beexpected to form the basis for a claim against any Loan Party for damages or compensation and, to the Borrower’s knowledge, thereare no conditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure;

(h) no Loan Party has assumed or retained any liability of another Person under Environmental Law or relating to HazardousMaterials, and, to the Borrower’s knowledge, no Loan Party otherwise has any liability under any Environmental Laws or relating toHazardous Materials; and

(i) the Loan Parties have provided to the Lenders complete and correct copies of all environmental site assessment reports,investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any allegednon-compliance with or liability under Environmental Laws) that are in any Loan Party’s possession or control and relating to theirrespective Properties or operations thereon.

Section 7.07 Compliance with the Laws and Agreements; Second Lien Notes and Borrower Preferred Units; No Defaults.

(a) Each Loan Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements andother instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and othergovernmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to doso, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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(b) No Loan Party is in default nor has any event or circumstance occurred which, but for the expiration of any applicable graceperiod or the giving of notice, or both, would constitute a default or would require such Loan Party to Redeem or make any offer toRedeem all or any portion of any Debt outstanding under any indenture, note, credit agreement or other similar instrument pursuant towhich any Material Indebtedness is outstanding or by which the Loan Parties or any of their Properties is bound.

(c) Set forth on Schedule 7.07 is a true and complete list of material documents and agreements relating to the Borrower PreferredUnits, Series A Preferred Stock, Series B Redeemable Preferred Stock and the Second Lien Notes. As of the Effective Date, theBorrower has delivered true, correct and complete copies of such documents and agreements, together with any amendments,supplements or modifications thereto, in each case, as in effect on the Effective Date, to the Administrative Agent. There are nodividends or distributions with respect to the Borrower Preferred Units that have accrued and not yet been paid in full by the Borrower.

(d) No Default has occurred and is continuing.

Section 7.08 Investment Company Act. No Loan Party is an “investment company” or a company “controlled” by an “investmentcompany,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 Taxes. Each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed andhas paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith byappropriate proceedings and for which the applicable Loan Party has set aside on its books adequate reserves in accordance with GAAP or(b) to the extent that the failure to do so could not reasonably be expected to result, individually or in the aggregate, in a Material AdverseEffect. To the knowledge of Borrower, no material proposed tax assessment is being asserted with respect to any Loan Party.

Section 7.10 ERISA. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a MaterialAdverse Effect:

(a) Each Plan is, and has been, operated, administered and maintained in substantial compliance with, and the Borrower and eachERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code.

(b) No act, omission or transaction has occurred that could result in imposition on the Borrower or any ERISA Affiliate (whetherdirectly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a taximposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under Section 409 ofERISA.

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(c) No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or anyERISA Affiliate has been or is reasonably expected by any Loan Party or any ERISA Affiliate to be incurred with respect to any Plan.

(d) No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be expected to result in liabilityof the Borrower under Title IV of ERISA to the Plan or the PBGC.

(e) The actuarial present value of the benefit liabilities under each Plan does not, as of the end of the Borrower’s most recentlyended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA)of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaningspecified in Section 4041 of ERISA.

(f) Neither the Borrower nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year periodpreceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan.

Section 7.11 Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders allagreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other existing facts andcircumstances applicable to the Loan Parties known to the Borrower, that, individually or in the aggregate, could reasonably be expected toresult in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf ofthe Loan Parties to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreementor any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other informationso furnished) contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading; provided that, with respect to projected financial or otherinformation, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to bereasonable at the time. There are no statements or conclusions in any Reserve Report which are based upon or include misleadinginformation or fail to take into account material information regarding the matters reported therein, it being understood that projectionsconcerning volumes attributable to the Oil and Gas Properties and production and cost estimates contained in each Reserve Report arenecessarily based upon professional opinions, estimates and projections and the Loan Parties do not warrant that such opinions, estimatesand projections will ultimately prove to have been accurate.

Section 7.12 Insurance. For the benefit of each Loan Party, the Borrower has (a) all insurance policies sufficient for the complianceby the Loan Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, orself-insurance, in at least such amounts and against such risk (including public liability) that are usually insured against by companiessimilarly situated and engaged in the same or a similar business for the assets and operations of the Loan Parties. Schedule 7.12, as of thedate hereof, sets forth a list of all insurance maintained by the Borrower. The Administrative Agent, as agent for the benefit of the SecuredParties, has been named as additional insureds in respect of such liability insurance policies and the Administrative Agent, as agent for thebenefit of the Secured Parties, has been named as loss payee with respect to Property loss insurance.

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Section 7.13 Restriction on Liens. Neither the Borrower nor any Loan Party is a party to any material agreement or arrangement(other than (x) the Second Lien Documents (subject to the Intercreditor Agreement) and (y) Purchase Money Security Interests and CapitalLeases creating Liens permitted by Section 9.03(c), but then only on the Property subject of such Purchase Money Security Interests orCapital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to theAdministrative Agent and the Lenders on or in respect of their Properties to secure the Secured Obligations and the Loan Documents.

Section 7.14 Loan Parties. Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shallpromptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, there are no other Loan Parties.

Section 7.15 Foreign Operations. The Borrower and the other Loan Parties do not own any Oil and Gas Properties not located withinthe geographical boundaries of the United States.

Section 7.16 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the name of the Borrower aslisted in the public records of its jurisdiction of organization is Rosehill Operating Company, LLC; and the organizational identificationnumber of the Borrower in its jurisdiction of organization is 6199183 (or, in each case, as set forth in a notice delivered to theAdministrative Agent pursuant to Section 8.01(l) in accordance with Section 12.01). The Borrower’s principal place of business and chiefexecutive offices are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(l) andSection 12.01(c)). Each Loan Party’s jurisdiction of organization, 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 chiefexecutive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01 (l)).

Section 7.17 Properties; Defensible Title, Etc.

(a) Each Loan Party has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered ReserveReport and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in eachcase, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to Liens permitted by Section 9.03, theLoan Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the mostrecently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions ofany applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Loan Party tobear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess ofthe working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a correspondingproportionate increase in the Loan Party’s net revenue interest in such Property.

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(b) All material leases and agreements necessary for the conduct of the business of the Loan Parties are valid and subsisting, infull force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or bothwould give 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 Loan Parties including all easements and rights of way,include all rights and Properties necessary to permit the Loan Parties to conduct their business in all material respects in the samemanner as its business is conducted on the date hereof.

(d) Each Loan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Propertymaterial to its business, and the use thereof by the Loan Party does not infringe upon the rights of any other Person, except for any suchinfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The LoanParties 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 thebusiness of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have aMaterial Adverse Effect.

Section 7.18 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a MaterialAdverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Loan Parties have been maintained, operated anddeveloped in a reasonably prudent manner and in conformity with all Governmental Requirements and in conformity with the provisions ofall leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part ofthe Oil and Gas Properties of the Loan Parties. Specifically in connection with the foregoing, except for those as could not be reasonablyexpected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Loan Parties is subject to having allowable productionreduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether ornot the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitizedtherewith) of the Loan Parties is deviated from the vertical more than the maximum permitted by Governmental Requirements, and suchwells are bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wellslocated on Properties unitized therewith, such unitized Properties) of the Loan Parties. All pipelines, wells, gas processing plants, platformsand other material improvements, fixtures and equipment owned in whole or in part by the Loan Parties that are necessary to conductnormal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing whichare operated by the Loan Parties, in a manner consistent with the Loan Parties’ past practices (other than those the failure of which tomaintain in accordance with this Section 7.18 could not reasonably be expected to have a Material Adverse Effect).

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Section 7.19 Gas Imbalances; Prepayments. Except as set forth on Schedule 7.19 or on the most recent certificate delivered pursuantto Section 8.12(c), on a net basis there are no gas imbalances take or pay or other prepayments which would require any Loan Party todeliver Hydrocarbons produced from their Oil and Gas Properties at some future time without then or thereafter receiving full paymenttherefor exceeding two percent (2.0%) of the aggregate volumes of natural gas (on an Mcf basis) listed in the most recent Reserve Report.

Section 7.20 Marketing of Production. Except for contracts listed and in effect on the date hereof on Schedule 7.20, and thereaftereither disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report, (a) the Loan Parties arereceiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contractand are not having deliveries curtailed substantially below the subject Property’s delivery capacity and (b) no material agreements existwhich are not cancelable on 90 days’ notice or less without penalty or detriment for the sale of production from the Loan Parties’Hydrocarbons (including calls on or other rights to purchase, production, whether or not the same are currently being exercised) that(i) pertain to the sale of production at a fixed price and (ii) have a maturity or expiry date of longer than six (6) months from the datehereof.

Section 7.21 Security Instruments. The Security Instruments are effective to create in favor of the Administrative Agent, for thebenefit of the Secured Parties, a legal, valid and enforceable security interest in the Mortgaged Property and Collateral and proceedsthereof. The Secured Obligations are and shall be at all times secured by a legal, valid and enforceability perfected first priority Liens infavor of the Administrative Agent, covering and encumbering the Mortgaged Properties and other Collateral, to the extent perfection hasoccurred or will occur, by the recording of a mortgage, the filing of a UCC financing statement or, with respect to Equity Interestsrepresented by certificates, by possession (in each case, to the extent available in the applicable jurisdiction); provided that, except in thecase of pledged Equity Interests or as otherwise provided herein, Liens permitted by Section 9.03 may exist.

Section 7.22 Swap Agreements and Eligible Contract Participant. Schedule 7.22, as of the date hereof, and after the date hereof, eachreport required to be delivered by the Borrower pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements ofthe Loan Parties, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes),the estimated net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied,but excluding the Security Instruments) and the counterparty to each such agreement. The Borrower is a Qualified ECP Guarantor.

Section 7.23 Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used (i) to provide fundsfor working capital, (ii) to finance capital expenditures, (iii) for the acquisition and development by the Borrower and its Subsidiaries of Oiland Gas Properties permitted hereunder, (iv) to refinance existing debt, and (v) for general corporate purposes of the Borrower and itsSubsidiaries. No Loan Party is engaged principally, or as one of its or their important activities, in the business of extending credit for thepurpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of theFederal Reserve Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisionsof Regulations T, U or X of the Federal Reserve Board.

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Section 7.24 Solvency. After giving effect to the Transactions and the other transactions contemplated hereby, (a) the aggregate assets(after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at afair valuation, of the Loan Parties, taken as a whole, will exceed the aggregate Debt of the Loan Parties on a consolidated basis, as the Debtbecomes absolute and matures, (b) each Loan Party will not have incurred or intended to incur, and will not believe that it will incur, Debtbeyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by it and the amounts to bepayable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset,insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each Loan Party will not have (and will have noreason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

Section 7.25 Anti-Corruption Laws; Sanctions.

(a) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by theBorrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws andapplicable Sanctions.

(b) The Borrower, its Subsidiaries, their respective officers and employees and, to the knowledge of the Borrower, its directorsand agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

(c) None of (i) the Borrower, any Subsidiary or any of their respective directors or officers or employees, or (ii) to the knowledgeof the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility establishedhereby, is a Sanctioned Person. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, andshall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of anyBorrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving ofmoney, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing orfacilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent suchactivities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or(C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 7.26 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

Section 7.27 Payment of Dividends and Distributions. As of the Closing Date, there are no past due dividends and distributions withrespect to the Series B Redeemable Preferred Stock or the Series A Preferred Stock.

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ARTICLE 8AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunderand all other amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired orterminated (or are Cash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with theLenders 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 in accordance with then applicable law and not later than(i) May 15, 2018 (or such longer time as may be agreed by the Administrative Agent), for the fiscal year ended December 31, 2017 and(ii) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ended December 31, 2018, the auditedconsolidating and consolidated balance sheet for the Borrower and its Consolidated Subsidiaries and related statements of operations,members’ equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for theprevious fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” orlike qualification or exception and without any qualification or exception as to the scope of such audit other than any consistencyqualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur)to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results ofoperations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;provided, that (x) in the case of the audited financials for the fiscal year ended December 31, 2017, such financials shall not classifythe Borrower Series B Preferred Units or the Series B Redeemable Preferred Stock as debt under GAAP and (y) the foregoingrequirements shall be deemed satisfied by delivery of the audited financial statements of RRI for such fiscal year that are filed by RRIwith the SEC (so long as (A) the same are so filed by May 15, 2018 (or such longer time as agreed by the Administrative Agent above)for the fiscal year ended December 31, 2017, or within the 90-day period specified above commencing with the fiscal year endedDecember 31, 2018, and otherwise delivered in accordance with Section 12.01(b)), (B) neither RRI nor the Intermediate Holdco, ifapplicable, owns any assets other than the Equity Interests of the Borrower and, in the case of RRI, assets incidental to the managementand advisory services provided to the Loan Parties, or the Intermediate Holdco, if applicable, in the ordinary course of their respectivebusiness (including legal, accounting, tax and other management and advisory services), and (C) neither RRI nor the IntermediateHoldco, if applicable, has incurred any Debt.

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not laterthan 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidating andconsolidated balance sheet for the Borrower and its Consolidated Subsidiaries and

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related statements of operations, members’ equity, as applicable, and cash flows as of the end of and for such fiscal quarter and the thenelapsed portion of the fiscal year, setting forth in comparative form the figures for the corresponding period or periods of (or, in thecase of the balance sheet, as of the end of) the previous fiscal year, all certified by a Responsible Officer of the Borrower as presentingfairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on aconsolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence offootnotes; provided, that the foregoing requirements shall be deemed satisfied by delivery of the unaudited financial statements of RRIfor such fiscal quarter that are filed by RRI with the SEC (so long as the same are so filed within the 45-day period specified above andotherwise delivered in accordance with Section 12.01(b)), (i) neither RRI nor the Intermediate Holdco, if applicable, owns any assetsother than the Equity Interests of the Borrower and, in the case of RRI, assets incidental to the management and advisory servicesprovided to the Loan Parties, or the Intermediate Holdco, if applicable, in the ordinary course of their respective business (includinglegal, accounting, tax and other management and advisory services), and (ii) neither RRI nor the Intermediate Holdco, if applicable, hasincurred any Debt.

(c) Certificate of Responsible Officer – Compliance . Concurrently with any delivery of financial statements under Section 8.01(a)or Section 8.01(b), a certificate of a Responsible Officer of the Borrower in substantially the form of Exhibit D hereto (i) certifying asto whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to betaken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the financial covenants setforth in Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the mostrecently delivered financial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred, specifying the effectof such change on the financial statements accompanying such certificate (the “Compliance Certificate”).

(d) Certificate of Responsible Officer – Swap Agreements and Forecasted Production .

(i) Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, inform and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of the period covered bysuch financial statements, a true and complete list of all Swap Agreements of each Loan Party, the material terms thereof(including the type, term, effective date, termination date and notional amounts or volumes), any new credit support agreementsrelating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any creditsupport document, and the counterparty to each such agreement.

(ii) Concurrently with any delivery of financial statements under Section 8.01(b), a certificate of a Responsible Officer, inform and substance satisfactory to the Administrative Agent covering the Forecasted Production for reserves then owned by theLoan Parties.

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(e) Certificate of Insurer – Insurance Coverage. Concurrently with any delivery of financial statements under Section 8.01(a), andwithin ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates ofinsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the AdministrativeAgent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.

(f) Other Accounting Reports. Promptly upon receipt thereof, a copy of each other report or letter submitted to any Loan Party byindependent accountants in connection with any annual, interim or special audit made by them of the books of any such Person, and acopy of any response by such Person, or the board of directors or other appropriate governing body of such Person, to such letter orreport.

(g) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic andother reports, proxy statements and other materials filed by any Loan Party with the SEC or with any national securities exchange.

(h) Notices Under Material Instruments . Promptly after the furnishing thereof, copies of any financial statement, report or noticefurnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similaragreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of thisSection 8.01.

(i) Lists of Purchasers. Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant toSection 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are notoperated by a Loan Party, a list of the operators of such properties).

(j) Notice of Sales of Borrowing Base Properties and Unwinds of Swap Agreements. In the event the Borrower or any other LoanParty intends to sell, transfer, assign, or otherwise dispose of Oil and Gas Properties (or any Equity Interest of any Loan Party thatowns Oil and Gas Properties) or terminate, unwind, cancel or otherwise dispose of or monetize Swap Agreements that would, in theaggregate with all sales or dispositions of Oil and Gas Properties or terminations or monetizations of Swap Agreements since the mostrecent redetermination or adjustment to the Borrowing Base hereunder or any other provision under this Agreement that requires orpermits the amount of the Borrowing Base to be adjusted, constitute a Material Disposition, written notice of such disposition,termination, unwind or cancellation (and in any event within five Business Days following any such event, or by such other date asshall be reasonably acceptable to the Administrative Agent in its sole discretion), the price thereof and the anticipated date of closingand any other details thereof reasonably requested by the Administrative Agent or any Lender.

(k) Notice of Casualty Events. Prompt written notice, and in any event within ten Business Days, of the occurrence of anyCasualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation oreminent domain action or proceeding that could reasonably be expected to result in such a Casualty Event.

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(l) Information Regarding Borrower and Guarantors. Prompt written notice of (and in any event within ten (10) days prior theretoor such other time as the Administrative Agent may agree) any change (i) in a Loan Party’s corporate name or in any trade name usedto identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Loan Party’s chiefexecutive office or principal place of business, (iii) in the Loan Party’s identity or corporate structure or in the jurisdiction in whichsuch Person is incorporated or formed, (iv) in the Loan Party’s jurisdiction of organization or such Person’s organizationalidentification number in such jurisdiction of organization, and (v) in the Loan Party’s federal taxpayer identification number.

(m) Production Report and Lease Operating Statements. Concurrently with the delivery of any financial statements pursuant toSection 8.01(a) or (b), a report setting forth, for each fiscal quarter during the then current fiscal year to date, the volume of productionand sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for eachsuch fiscal quarter from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and leaseoperating expenses attributable thereto and incurred for each such fiscal quarter.

(n) Annual Budget and Projections. As soon as available, but in any event not later than 30 days after the end of each fiscal yearof the Borrower, the annual budget and any forecasts or projections of the Borrower.

(o) Patriot Act. Promptly upon request, all documentation and other information required by regulatory authorities underapplicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(p) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies ofany amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of theBorrower or any Subsidiary.

(q) Senior Unsecured Notes Incurrence. Written notice that it is considering incurring Senior Unsecured Notes at least five(5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Borrower will fromtime to time provide to the Administrative Agent copies of existing drafts of the Senior Unsecured Notes Documents as requested bythe Administrative Agent, and the Borrower will also promptly deliver to the Administrative Agent and the Lenders copies, certified bya Responsible Officer as true and complete, of each Senior Unsecured Notes Document following the incurrence of any SeniorUnsecured Notes.

(r) Other Requested Information. Promptly following any request therefor, such other information regarding the operations,business affairs and financial condition of the Borrower or any Subsidiary (including any Plan or Multiemployer Plan and any reports orother information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, asthe Administrative Agent or any Lender may reasonably request.

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(s) Second Lien Document Information. Promptly, but in any event within five (5) Business Days after the furnishing or receiptthereof (provided that any material amendments or written modifications contemplated in clause (ii) below shall be provided one(1) Business Day before their execution), copies of (i) any notice of default or any notice related to the exercise of remedies, in eachcase pursuant to the Second Lien Documents, (ii) any amendment or other written modification of the Second Lien Note PurchaseAgreement or any other Second Lien Document and (iii) copies of any material notices, reports or other written information providedunder the terms of the Second Lien Note Purchase Agreement, in each case not otherwise required to be furnished to the AdministrativeAgent or the Lenders pursuant to any other provisions of the Loan Documents.

(t) Non-Payment of Dividends and Distributions. Promptly, but in any event within three Business Days after the date suchpayment is due and not paid in full, written notice that RRI has not paid any dividends or distributions with respect to any of the SeriesB Redeemable Preferred Stock or the Series A Preferred Stock when due.

Section 8.02 Notices of Material Events . The Borrower will furnish to the Administrative Agent and each Lender prompt writtennotice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by orbefore any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to theLenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previouslydisclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material AdverseEffect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonablybe expected to result in a Material Adverse Effect; and

(d) the occurrence of any Material Adverse Effect.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth thedetails of the event or development 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 Loan Party 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 franchisesmaterial to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oiland Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could notreasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation,liquidation or dissolution permitted under Section 9.10.

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Section 8.04 Payment of Obligations. The Borrower will, and will cause each other Loan Party to, pay its obligations, including taxliabilities of the Borrower and all of the other Loan Parties before the same shall become delinquent or in default, except where (a) thevalidity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such other Loan Party has setaside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending suchcontest could not reasonably be expected to result in a Material Adverse Effect.

Section 8.05 Performance of Obligations under Loan Documents. The Borrower will pay the Loans according to the terms hereof, andcause each other Loan Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them underthe Loan Documents, including this Agreement, at the time or times and in the manner specified.

Section 8.06 Operation and Maintenance of Properties. The Borrower, at its own expense, will, and will cause each other Loan Partyto:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other materialProperties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with allapplicable contracts and agreements and in compliance with all applicable Governmental Requirements, including applicable pro rationrequirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from timeto time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbonsand other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a MaterialAdverse Effect.

(b) maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil andGas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as woulda reasonably prudent operator.

(c) promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and discharged, all material delayrentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and GasProperties and will do all other things necessary, in accordance with industry standards, to keep unimpaired their rights with respectthereto and prevent any forfeiture thereof or default thereunder.

(d) promptly perform or use commercially reasonable 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 itsOil and Gas Properties and other material Properties.

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Section 8.07 Insurance. The Borrower will maintain, with financially sound and reputable insurance companies, insurance coveringall Loan Parties, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similarbusinesses operating in the same or similar locations. The loss payable clauses or provisions in the applicable insurance policy or policiesinsuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as a “loss payee” orother formulation acceptable to the Administrative Agent and such liability policies shall name the Administrative Agent, as agent for thebenefit of the Secured Parties, as “additional insured”. The Borrower shall cause such policies to also provide that the insurer will endeavorto give at least 30 days prior notice of any cancellation to the Administrative Agent (or 10 days in the case of non-payment).

Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each other Loan Party to, keep proper booksof record and account in accordance with GAAP. The Borrower will, and will cause each other Loan Party to, permit any representativesdesignated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine andmake extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, allat such reasonable times and as often as reasonably requested; provided that each Lender shall provide the Borrower and theAdministrative Agent with reasonable notice prior to any visit or inspection. In the event any Lender desires to conduct an audit of any LoanParty, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by theAdministrative Agent. The Borrower shall reimburse the Administrative Agent and the Lenders for all costs incurred in connection withsuch visitations and inspections; provided, however that prior to the occurrence of an Event of Default, the Borrower shall only be obligatedto reimburse the Administrative Agent and the Lenders for all costs incurred in connection with one (1) such visitation and inspection peryear.

Section 8.09 Compliance with Laws. The Borrower will, and will cause each Loan Party to, comply with all laws, rules, regulationsand orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate,could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies andprocedures designed to ensure compliance by the Loan Parties and their respective directors, officers, employees and agents with applicableAnti-Corruption Laws and applicable Sanctions.

Section 8.10 Environmental Matters.

(a) The Borrower shall: (i) comply, and shall cause its Properties and operations and each other Loan Party and each other LoanParty’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could notbe reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise Release, and shall cause each other LoanParty not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Borrower’s orthe other Loan Parties’ Properties or any other Property to the extent caused by the Borrower’s or any of the other Loan Parties’operations except in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected tohave a Material Adverse Effect; (iii) timely obtain or file, and shall cause each

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other Loan Party to timely obtain or file, all notices, and Environmental Permits, if any, required under applicable Environmental Lawsto be obtained or filed in connection with the operation or use of the Borrower’s or the other Loan Parties’ Properties, which failure toobtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute tocompletion, and shall cause each of other Loan Party 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 event any Remedial Work is required or reasonably necessary under applicableEnvironmental Laws because of or in connection with the actual or suspected past, present or future disposal or other Release of anyHazardous Materials on, under, about or from any of the Borrower’s or the other Loan Parties’ Properties, which failure to commenceand diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause eachother Loan Party to conduct, their respective operations and businesses in a manner that will not expose any Property or Person toHazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation, which claim couldreasonably be expected to have a Material Adverse Effect; and (vi) establish and implement, and shall cause each other Loan Party toestablish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and the otherLoan Parties’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement couldreasonably be expected to have a Material Adverse Effect.

(b) The Borrower will promptly, but in no event later than five Business Days of the Borrower becoming aware thereof, notifythe Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authorityor any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower or the other Loan Parties ortheir Properties of which the Borrower has knowledge in connection with any Environmental Laws (excluding routine testing andcorrective action) if the Borrower reasonably anticipates that such action will result in liability (whether individually or in theaggregate) in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles.

(c) If an Event of Default has occurred and is continuing, the Administrative Agent may (but shall not be obligated to), at theexpense of the Borrower and to the extent that the Borrower has the right to do so, conduct such Remedial Work as it deemsappropriate to determine the nature and extent of any noncompliance with applicable Environmental Laws, the nature and extent of thepresence of any Hazardous Material and the nature and extent of any other environmental conditions that may exist at or affect any ofthe Mortgaged Properties, and the Loan Parties shall cooperate with the Administrative Agent in conducting such Remedial Work.Such Remedial Work may include a detailed visual inspection of the Mortgaged Properties, including all storage areas, storage tanks,drains and dry wells and other structures and locations, as well as the taking of soil samples, surface water samples, and ground watersamples and such other investigations or analyses as the Administrative Agent deems appropriate. The Administrative Agent and itsofficers, employees, agents and contractors shall have and are hereby granted the right to enter upon the Mortgaged Properties for theforegoing purposes; provided that any such representative of the Administrative Agent shall comply with the Borrower’s safety, healthand environmental policies and shall carry and maintain adequate insurance coverages appropriate or customary for the tasks to beperformed.

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Section 8.11 Further Assurances.

(a) The Borrower at its sole expense will, and will cause each other Loan Party to, promptly execute and deliver to theAdministrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent tocomply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Loan Party or RRI, as the casemay be, in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the SecuredObligations, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations securedtherein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the prioritythereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in thesole 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, andamendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other LoanParty where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statementcovering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.12 Reserve Reports.

(a) (i) On or before July 1, 2018, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Reportevaluating the Oil and Gas Properties of the Borrower and the other Loan Parties as of June 1, 2018. Such Reserve Report maybe prepared by one or more Approved Petroleum Engineers or internally under the supervision of the reservoir engineeringmanager of the Borrower who shall certify such Reserve Report to be true and accurate in all material respects and, except asotherwise specified therein, to have been prepared in accordance with the procedures used in the Initial Reserve Report.

(ii) On or before March 1st and September 1st of each year, commencing March 1, 2019, the Borrower shall furnish to theAdministrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and the otherLoan Parties as of the immediately preceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st anddelivered on or before March 1st of each year (the “January 1 Reserve Report”) shall be prepared by one or more ApprovedPetroleum Engineers, and each other Reserve Report of each year may be prepared by one or more Approved PetroleumEngineers or internally under the supervision of the reservoir engineering manager of the Borrower who shall certify suchReserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared inaccordance with the procedures used in the immediately preceding January 1 Reserve Report.

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(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a ReserveReport prepared by or under the supervision of the reservoir engineering manager of the Borrower who shall certify such ReserveReport to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared in accordancewith the procedures used in the immediately preceding January 1 Reserve Report. For any Interim Redetermination requested by theAdministrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of”date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt ofsuch request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders acertificate (a “Reserve Report Certificate”) from a Responsible Officer certifying that in all material respects: (i) the informationcontained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower orthe other Loan Parties own good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and suchProperties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on anet basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect toits Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any other Loan Party to deliverHydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receivingfull payment therefor, (iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been soldsince the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all ofits Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is alist of all marketing agreements entered into by a Loan Party subsequent to the later of the date hereof or the most recently deliveredReserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreementbeen in effect on the date hereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report thatare Mortgaged Properties and demonstrating the percentage of the Oil and Gas Properties that the value of such Mortgaged Propertiesrepresent and that such percentage is in compliance with Section 8.14(a), and (vii) attached thereto are forecasts prepared bymanagement of the Borrower of its cash flow and capital expenditures for the 12-month period following the date of such ReserveReport Certificate.

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),the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of theBorrowing Base Properties evaluated by such Reserve Report that were not included

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in the immediately preceding Reserve Report, so that the Administrative Agent shall have had the opportunity to review (including titleinformation previously delivered to the Administrative Agent), satisfactory title information on Hydrocarbon Interests constituting atleast 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report.

(b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either(i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or exceptions, except for Lienspermitted under Section 9.03, having an equivalent value or (iii) deliver title information in form and substance acceptable to theAdministrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to theAdministrative Agent, satisfactory title information on Hydrocarbon Interests constituting at least 80% of the PV-9 of the BorrowingBase Properties 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 the60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 80% of thePV-9 of the Borrowing Base Properties evaluated in the most recent Reserve Report, such failure shall not be a Default, but instead theAdministrative Agent shall have the right to exercise the following remedy in its 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. To the extentthat the Administrative Agent is not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, suchunacceptable Mortgaged Property shall not count towards the 80% requirement, and the Administrative Agent may send a notice to theBorrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the RequiredLenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on HydrocarbonInterests constituting 80% of the PV-9 of the Borrowing Base Properties evaluated by such Reserve Report. This new Borrowing Baseshall become effective immediately after receipt of such notice.

Section 8.14 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base and at any other times reasonably elected by theAdministrative Agent or the Required Lenders, the Borrower shall review the Reserve Report and the list of current MortgagedProperties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent at least, (x) only so long as anyof the Second Lien Notes (or any Permitted Refinancing Debt thereof) remain outstanding: (i) 95% of the PV-9 of the Proved Reservesevaluated in the most recent Reserve Report (ii) 95% of the PV-9 of the Proved Developed Producing Reserves evaluated in the mostrecent Reserve Report, (iii) 90% of the total gross acreage of the Loan Parties, (iv) substantially all of the Loan Parties’ MidstreamProperties and any

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infrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting ExcludedAssets) and (v) any other of the Loan Parties’ Oil and Gas Properties requested by the Administrative Agent from time to time with afair market value in excess of $2,000,000 in each case, after giving effect to exploration and production activities, acquisitions,dispositions and production or (y) after the Second Lien Notes (or Permitted Refinancing Debt thereof) are no longer outstanding, 85%of the PV-9 of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect toexploration and production activities, acquisitions, dispositions and production (collectively, the “Minimum Mortgage Requirements”).In the event that the Mortgaged Properties do not satisfy the Minimum Mortgage Requirements, then the Borrower shall, and shallcause the other Loan Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c) to theAdministrative Agent (or, in the case of clause (vii) above within thirty (30) days of the Administrative Agent’s written request), to theAdministrative Agent as security for the Secured Obligations a first priority Lien interest (provided that Liens permitted bySection 9.03 may exist) on additional Oil and Gas Properties, Midstream Properties (excluding for the avoidance of doubt anyMidstream Properties constituting Excluded Assets) and properties described in the definition of Minimum Mortgage Requirements notalready subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will satisfy theMinimum Mortgage Requirements. All such Liens will be created and perfected by and in accordance with the provisions of deeds oftrust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory tothe Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recordingpurposes. In order to comply with the foregoing, if any Subsidiary grants a Lien on its Oil and Gas Properties pursuant toSection 8.14(a) and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).

(b) The Borrower shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiaryto guarantee the Secured Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral(as defined in the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement.In connection with any such guaranty, the Borrower shall, or shall cause (i) such Domestic Subsidiary to execute and deliver theGuaranty Agreement (or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and(ii) the owners of the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new DomesticSubsidiary (including delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with anappropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliversuch other additional closing documents, legal opinions and certificates as shall reasonably be requested by the Administrative Agent.

(c) In the event that any Loan Party becomes the owner of a Domestic Subsidiary, then the Loan Party shall (i) pledge 100% of allthe Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Loan Party and to the extent such pledge doesnot occur automatically under the Guaranty Agreement (including, in

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each case, delivery of original stock certificates, if any, evidencing such Equity Interests, together with appropriate stock powers foreach certificate duly executed in blank by the registered owner thereof) and (ii) (along with such Domestic Subsidiary) execute anddeliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent.

(d) The Borrower hereby guarantees the payment of all Secured Obligations of each Loan Party (other than the Borrower) andabsolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time toeach Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under its respective GuarantyAgreement and other Security Instruments including obligations with respect to Swap Agreements (provided, however, that theBorrower shall only be liable under this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred withoutrendering its obligations under this Section 8.14(d), or otherwise under this Agreement or any Loan Document, as it relates to suchother Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greateramount). The obligations of the Borrower under this Section 8.14(d) shall remain in full force and effect until the Commitments haveexpired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable underthe Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or are Cash Collateralized) and all LCDisbursements shall have been reimbursed. The Borrower intends that this Section 8.14(d) constitute, and this Section 8.14(d) shall bedeemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Loan Party (other than the Borrower) for allpurposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 8.15 ERISA Compliance. The Borrower will promptly furnish and will cause its Subsidiaries and any ERISA Affiliate topromptly furnish to the Administrative Agent (i) upon becoming aware of the occurrence of any ERISA Event or of any ProhibitedTransaction, in each case, that could reasonably be expected to result in a Material Adverse Effect, in connection with any Plan or any trustcreated thereunder, a written notice of the Borrower or Subsidiary of the Borrower, as the case may be, specifying the nature thereof, whataction such Person is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the InternalRevenue Service, the Department of Labor or the PBGC with respect thereto, and (ii) upon receipt thereof, copies of any notice of thePBGC’s intention to terminate or to have a trustee appointed to administer any Plan. Promptly following receipt of a reasonable request bythe Administrative Agent, the Borrower will furnish and will cause each Subsidiary to promptly furnish to the Administrative Agent copiesof any documents described in Sections 101(k) or 101(l) of ERISA that any Loan Party may request with respect to any MultiemployerPlan; provided, that if the Loan Parties have not requested such documents or notices from the administrator or sponsor of the applicableMultiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties shall promptly make a request for suchdocuments or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to theAdministrative Agent promptly after receipt thereof.

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Section 8.16 Account Control Agreements; Location of Proceeds of Loans. Subject to Section 8.18:

(a) The Borrower will, and will cause each other Loan Party to, in connection with any deposit account and/or any securitiesaccount (other than Excluded Accounts) established, held or maintained after the Effective Date promptly, but in any event withinthirty days after the establishment of such account (or such later date as the Administrative Agent may agree in its sole discretion),cause such deposit account and/or securities account to be subject to a control agreement in favor of the Administrative Agent.

(b) The Borrower will, and will cause each Loan Party to, until the proceeds of any Loans are transferred to a third party in atransaction not prohibited by the Loan Documents, hold the proceeds of any Loans made under this Agreement in a deposit accountand/or a securities account that is subject to a control agreement. No Loan Party will deposit any proceeds from any Loan in an accountthat is not subject to a control agreement, other than accounts established, held or maintained with Administrative Agent.

Section 8.17 Minimum Swap Agreements. The Borrower and/or other Loan Parties will maintain at all times Swap Agreements withApproved Counterparties pursuant to which the Loan Parties shall hedge notional volumes of not less than 50% of the reasonablyanticipated projected production (based on the then most recently delivered Reserve Report hereunder) of crude oil and natural gas,calculated separately, from proved developed producing reserves of Oil and Gas Properties of the Loan Parties for each calendar quarterduring the subsequent twenty-four (24) calendar month period immediately following any date of determination (in each case, as forecastedbased upon the most recent Reserve Report delivered pursuant hereto); provided, that to the extent the delivery of a new Reserve Reporthereunder results in a failure to satisfy the requirements of this clause (b), the Loan Parties shall have thirty (30) days following thedelivery of such Reserve Report (or such later date with the consent of the Majority Lenders in their sole discretion) to enter into additionalSwap Agreements to the extent necessary to satisfy the requirements of this clause (b).

Section 8.18 Post-Closing. No later than sixty (60) days after the Effective Date (or such longer time as may be agreed by theAdministrative Agent), each of the Borrower and its Subsidiaries shall have established its primary deposit accounts with JPMorgan ChaseBank, N.A. and shall have entered into control agreements with respect to its commodities accounts, securities accounts and depositaccounts (other than any Excluded Account).

ARTICLE 9NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder andall other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (or areCash Collateralized) and all LC Disbursements shall have been reimbursed, the Borrower covenant and agree with the Lenders that:

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Section 9.01 Financial Covenants.

(a) Leverage Ratio.

(i) Ratio of Total Debt to Annualized EBITDAX. Prior to the repayment in full of the Second Lien Notes (other thancontingent indemnification obligations that survive by their terms) and the repayment or redemption in full of the Series BRedeemable Preferred Stock by RRI (the “Second Lien and Series B Repayment Event”), the Borrower will not, as of the last dayof any fiscal quarter, commencing with the quarter ending March 31, 2018, permit the ratio of Total Debt as of such time toAnnualized EBITDAX to be greater than 4.0 to 1.0.

(ii) Ratio of Net Debt to Annualized EBITDAX. On and after the Second Lien and Series B Repayment Event, the Borrowerwill not, as of the last day of any fiscal quarter, commencing with the first quarter ending after such repayment and redemption,permit the ratio of Net Debt as of such time to Annualized EBITDAX to be greater than 4.0 to 1.0.

(b) Current Ratio. The Borrower will not, as of the last day of any fiscal quarter, commencing with the quarter ending March 31,2018, permit the ratio of (i) its consolidated current assets (including the unused amount of the total Commitments, but excludingnon-cash assets under ASC 815) to (ii) its consolidated current liabilities (excluding non-cash obligations under ASC 815, and currentmaturities under this Agreement and the Second Lien Note Purchase Agreement) to be less than 1.0 to 1.0.

(c) Coverage Ratio. For only so long as any of the Series B Redeemable Preferred Stock remains outstanding, the Borrower willnot, as of the last day of any fiscal quarter, commencing with the quarter ending March 31, 2018, permit its ratio of (i) EBITDAX forthe four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financialstatements are available to (ii) the sum of (x) Interest Expense for the preceding four fiscal quarters ending on the last day of the fiscalquarter immediately preceding the date of determination for which financial statements are available plus (y) the aggregate amount ofRestricted Payments made in cash pursuant to Sections 9.04(a)(iv) and (v) during the preceding four fiscal quarters ending on the lastday of the fiscal quarter immediately preceding the date of determination for which financial statements are available to be less than 2.5to 1.0; provided, however, that (A) for the fiscal quarter ending March 31, 2018, each of EBITDAX, Interest Expense and RestrictedPayments shall be calculated solely for the fiscal quarter March 31, 2018, (B) for the fiscal quarter ending June 30, 2018, each ofEBITDAX, Interest Expense and Restricted Payments shall be calculated solely for the two fiscal quarters ending June 30, 2018, and(C) for the fiscal quarter ending September 30, 2018, each of EBITDAX, Interest Expense and Restricted Payments shall be calculatedsolely for the three fiscal quarters ending September 30, 2018.

Section 9.02 Debt. The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist anyDebt, except:

(a) the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guarantyof or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured SwapAgreement;

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(b) Debt of any Loan Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000;

(c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements orby third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment andremediation of, the Oil and Gas Properties;

(d) (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrowerwhich are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party;provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and (2) anysuch Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in theGuaranty Agreement;

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

(f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other leaseoperating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;

(g) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person inconnection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment ofthe Oil and Gas Properties;

(h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, theBorrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 9.01, (ii) no Borrowing BaseDeficiency exists immediately prior to the issuance of such, (iii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e),and (iv) the Borrower shall make any prepayment required by Section 3.04(c)(iii);

(i) To the extent constituting Debt, obligations in respect of Swap Agreements;

(j) other Debt, not to exceed $4,500,000 in the aggregate at any one time outstanding, provided that any secured Debt shall notexceed $2,000,000;

(k) any guarantee of any other Debt permitted to be incurred hereunder;

(l) Debt in respect of the Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to the terms of theSecond Lien Intercreditor Agreement; provided that after giving effect to the incurrence or issuance thereof, the Borrower shall be incompliance on a pro forma basis with the financial covenants set forth in Section 9.01; and

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(m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP orno mandatory redemption payment is then due; provided, however, even if such Borrower Preferred Units are classified as debt underGAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemedpermitted under this Section 9.02(m) as long as the Borrower is in pro forma compliance with the financial covenants set forth inSection 9.01 measured upon giving effect to such Reclassified Units.

Section 9.03 Liens. The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist anyLien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Secured Obligations;

(b) Excepted Liens;

(c) Liens securing Purchase Money Security Interests and Capital Leases permitted by Section 9.02(b) but only on the Propertythat is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, andthe proceeds of the foregoing;

(d) Liens securing Second Lien Obligations (including Permitted Refinancing Debt thereof), provided that such Liens are juniorand subordinate to the Liens securing the payment of any Secured Obligations hereunder in accordance with the Second LienIntercreditor Agreement and are at all times subject to the Second Lien Intercreditor Agreement; and

(e) Subject to Section 9.17(c), other Liens on Property not constituting Collateral for the Secured Obligations not to exceed anamount that is greater than $2,000,000.

Section 9.04 Restricted Payments.

(a) The Borrower will not, and will not permit any of the other Loan Party to, declare or make, or agree to pay or make, directlyor indirectly, any Restricted Payment, except:

(i) the Borrower may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of itsEquity Interests (other than Disqualified Capital Stock);

(ii) Subsidiaries may declare and pay dividends and other Restricted Payments to the Borrower and any other Loan Party;

(iii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may make Permitted TaxDistributions provided that in the case of an Excess Tax Distribution the Borrower may only make such distribution so long asboth before and immediately after giving effect to such

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Excess Tax Distribution (A) the unused total Commitments then in effect shall be equal to or greater than 20% of the totalCommitments then in effect and (B) the Borrower’s ratio of Total Debt to EBITDAX is not greater than 3.50 to 1.00 (using(x) Total Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscalquarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements areavailable);

(iv) the Borrower may make cash distributions in an amount not to exceed $8,000,000 in any fiscal year of Borrower topromptly fund dividends or distributions on any Borrower Preferred Units (for the purpose of allowing RRI to make subsequentequivalent dividends or distributions on the corresponding preferred Equity Interests of RRI) other than the Borrower Series BPreferred Units; provided that any such Borrower Preferred Units issued after the Effective Date shall be on the same terms andconditions as those governing the Borrower Series A Preferred Units issued by the Borrower prior to the Effective Date or onterms and conditions otherwise acceptable to the Administrative Agent; and provided further, that both before and immediatelyafter giving effect to such Restricted Payment (A) no Default or Event of Default exists, (B) the unused total Commitments thenin effect shall be equal to or greater than 20% of the total Commitments then in effect and (C) the Borrower’s ratio of Total Debtto EBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debt outstanding on such date after giving effect to such RestrictedPayment and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding suchdate for which financial statements are available);

(v) the Borrower may make cash distributions in an amount not to exceed the sum of (A) $25,000,000 in any fiscal year ofBorrower to promptly fund dividends or distributions on the Borrower Series B Preferred Units (for the purpose of allowing RRIto make subsequent equivalent dividends or distributions on the corresponding Series B Redeemable Preferred Stock of RRI),which may be carried over to subsequent Fiscal Years to the extent that any portion of such dividend or distribution that wasrequired to be paid in such Fiscal Year otherwise went unpaid during such Fiscal Year, and (B) any corresponding defaultpremiums or penalties incurred in respect of the failure to timely pay dividends of distributions on the Borrower Series BPreferred Units so long as both before and immediately after giving effect to such Restricted Payment (1) no Default or Event ofDefault exists, (2) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitmentsthen in effect and (3) the Borrower’s ratio of Total Debt to EBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debtoutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending onthe last day of the fiscal quarter immediately preceding such date for which financial statements are available);

(vi) to the extent permitted under Section 9.04(b), the Borrower may make redemptions of the Borrower Series B PreferredUnits (for the purpose of the substantially contemporaneous redemption of an equivalent amount of Series B

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Redeemable Preferred Stock of RRI) with the cash proceeds of Senior Unsecured Notes permitted under Section 9.02(h) or fromthe cash proceeds of the issuance of Equity Interests (other than Disqualified Capital Stock) of RRI that are contributed by RRI tothe Borrower to the extent such cash proceeds are contributed by RRI to the Borrower in the form of common Equity Interests orpreferred Equity Interests that are on terms not materially more adverse to the Borrower than the terms of the Borrower Series BPreferred Units and held in an account that is subject to an Account Control Agreement until applied towards such redemption ofthe Borrower Series B Preferred Units within twenty-five (25) days of receipt thereof;

(vii) the Borrower may make Restricted Payments to holders of the Borrower’s Common Units in connection with anyexchange of Common Units of the Borrower for Class A Common Stock of RRI pursuant to Section 4.6 of the Borrower LLCAgreement payable in Equity Interests of RRI consisting of Class A Common Stock or in cash, in each case, to the extent thatsuch Equity Interests and cash is received by the Borrower from RRI substantially contemporaneously therewith; and

(viii) upon the redemption in full of the Borrower Preferred Units and Second Lien Notes, the Borrower may make cashdistributions to holders of the Borrower’s Common Units or preferred Equity Interests (other than Disqualified Capital Stock) solong as, in each case, both before and immediately after giving effect to such Restricted Payment (A) no Default or Event ofDefault exists, (B) the unused total Commitments then in effect shall be equal to or greater than 20% of the total Commitmentsthen in effect and (C) the Borrower’s ratio of Total Debt to EBITDAX is not greater than 3.00 to 1.00 (using (x) Total Debtoutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending onthe last day of the fiscal quarter immediately preceding such date for which financial statements are available).

(b) The Borrower will not, and will not permit any other Loan Party to call, make or offer to make any optional or voluntaryredemption of or otherwise optionally or voluntarily redeem (whether in whole or in part) its preferred Equity Interests, other than(i) with the cash proceeds of the issuances of common Equity Interests or preferred Equity Interests that are on terms not materiallymore adverse to the Borrower than the terms of the Borrower Series B Preferred Units, or (ii) with (x) the cash proceeds of SeniorUnsecured Notes in accordance with Section 9.04(a)(vi) above or (y) other cash on hand, in the case of this clause (ii), so long as(A) no Default or Event of Default exists, (B) Borrower is in pro forma compliance with the financial covenants in Section 9.01,(C) the unused total Commitments then in effect is not less than 20% of the total Commitments then in effect, (D) in the case ofBorrower Preferred Units, the Borrower’s ratio of Total Debt to EBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debtoutstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four fiscal quarters ending on thelast day of the fiscal quarter immediately preceding such date for which financial statements are available) on the date of suchredemption, and (E) in the case of any such preferred Equity Interests (other than Borrower Preferred Units), the Borrower’s ratio ofTotal Debt to EBITDAX is not greater than 3.00

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to 1.00 (using (x) Total Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the fourfiscal quarters ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available)on the date of such redemption.

Section 9.05 Investments, Loans and Advances. The Borrower will not, and will not permit any other Loan Party to, make or permit toremain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) Investments which are disclosed to the Lenders in Schedule 9.05;

(b) accounts receivable arising in the ordinary course of business;

(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agencythereof, in each case maturing within one year from the date of acquisition thereof;

(d) commercial paper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&Por Moody’s;

(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, anyLender or any office located in the United States of any other bank or trust company which is organized under the laws of the UnitedStates or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank ortrust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forthfrom time to time, by S&P or Moody’s, respectively;

(f) Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by Moody’s or AAA byS&P;

(g) Investments (i) made by the Borrower in or to its Subsidiaries that are Loan Parties or (ii) made by Loan Parties to each otheror the Borrower provided, that, as a condition thereto, the Borrower and the Loan Parties have taken all such actions to the satisfactionof the Administrative Agent necessary to maintain the Administrative Agent’s perfected first priority lien on the Property subject tosuch Investment;

(h) Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto orrelated to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, participation agreements, gatheringsystems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production businesslocated within the geographic boundaries of the United States of America;

(i) Investments pursuant to Swap Agreements or hedging agreements otherwise permitted under this Agreement;

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(j) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course ofbusiness;

(k) (A) Permitted Equity Acquisitions and (B) the purchase or acquisition of Oil and Gas Properties by Borrower or anyGuarantor; provided, that, the following restrictions shall apply only so long as any of the Second Lien Notes (or any PermittedRefinancing Debt thereof) remain outstanding: (i) in the case of clauses (A) and (B), from the identifiable cash proceeds of the issuanceof Equity Interests (other than Disqualified Capital Stock) by RRI that are (w) contributed to the Borrower on account of theBorrower’s common Equity Interests, (x) designated by the Borrower to be used for Permitted Equity Acquisitions or the purchase oracquisition of Oil and Gas Properties in a writing delivered to the Administrative Agent promptly following such contribution orissuance, (y) held in a segregated account that is otherwise subject to an Account Control Agreement until applied towards suchPermitted Equity Acquisition or acquisition and (z) otherwise applied towards such Permitted Equity Acquisition or acquisition within270 days of receipt (“Qualified Equity Proceeds”) or (ii) in the case of clauses (A) and (B), from any other sources in an amount not toexceed (solely with respect to this clause (ii)) $15,000,000 for all such Permitted Equity Acquisitions and acquisitions during any fiscalyear and $40,000,000 in the aggregate for all such Permitted Equity Acquisitions and acquisitions during the term of this Agreement or,in each case, such greater amounts as may be agreed by the Administrative Agent; provided that no Loan Party shall be permitted tomake an Investment under this clause (k) to the extent that a Default or an Event of Default has occurred or is continuing unless(1) such Loan Party entered into a binding agreement to make such Investment when no Default or Event of Default had occurred andwas continuing or (2) in the event such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties is fundedsolely with Qualified Equity Proceeds, such Default or Event of Default could be cured as a result of making such Permitted EquityAcquisition or purchase or acquisition of Oil and Gas Properties;

(l) Investments pursuant to Swap Agreements not prohibited under Section 9.17;

(m) the trade or exchange of Oil and Gas Properties for Oil and Gas Properties of equivalent (as reasonably determined by theBorrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value subject to Section 9.11(f)); and

(n) other Investments in the aggregate at any one time outstanding not to exceed $7,500,000.

Section 9.06 Nature of Business; No International Operations. The Borrower will not allow any material change to be made in thecharacter of its business as an independent oil and gas exploration and production company. The Loan Parties will not (i) acquire or makeany other expenditures (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not locatedwithin the geographical boundaries of the United States or (ii) acquire or create any Foreign Subsidiary.

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Section 9.07 Proceeds of Loans. The Borrower will not permit the proceeds of the Loans to be used for any purpose other than thosepermitted by Section 7.23. No Loan Party nor any Person acting on behalf of the Borrower has taken or will take any action which causesany of the Loan Documents to violate Regulations T, U or X or any other regulation of the Federal Reserve Board or to violate Section 7 ofthe Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be ineffect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender FR Form U-1 orsuch other form referred to in Regulation U, Regulation T or Regulation X of the Federal Reserve 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 theirrespective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit:

(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else ofvalue, to any Person in violation of any Anti-Corruption Laws,

(b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, orin any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by acorporation incorporated in the United States; or

(c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 9.08 ERISA Compliance. Except as could not reasonably be expected to result in a Material Adverse Effect, the Borrowerwill not, and will not permit any other Loan Party to, at any time:

(a) Allow any ERISA Event to occur; or

(b) Contribute to or assume an obligation to contribute to, or permit any Subsidiary to contribute to or assume an obligation tocontribute to, any Multiemployer Plan.

Section 9.09 Sale or Discount of Receivables. Except for receivables obtained by the Loan Parties out of the ordinary course ofbusiness or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection ofaccounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise orcollection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any other Loan Party to,discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Section 9.10 Mergers, Etc. Neither the Borrower nor any other Loan Party will merge into or with or consolidate with any otherPerson, or permit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction orin a series of transactions) all or substantially all of its Property to any other Person, (whether now owned or hereafter acquired) (any suchtransaction, a “consolidation”), or liquidate or dissolve, except that (a) any Loan Party may consolidate with or into the Borrower (providedthe Borrower shall be the continuing or surviving entity) and (b) any Loan Party (other than the Borrower) may consolidate with any otherLoan Party.

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Section 9.11 Sale of Properties and Termination of Hedging Transactions. The Borrower will not, and will not permit any other LoanParty to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) or otherwise monetize any SwapAgreement in respect of commodities, in each case, except for:

(a) the sale of inventory (including Hydrocarbons) in the ordinary course of business;

(b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths to which no Proved Reserves wereattributable to in the most recent Reserve Report delivered to the Administrative Agent and assignments in connection with suchfarmouts; provided that, only so long as any of the Second Lien Notes (or any Permitted Refinancing Debt thereof) remainsoutstanding, (i) this clause shall not permit farmouts of undeveloped acreage or undrilled depths in respect of either the Wolfcamp orBone Spring formations owned by the Borrower on the Effective Date and (ii) farmouts made pursuant to this clause (b) in respect ofundeveloped acreage or undrilled depths acquired pursuant to the Whitehorse Asset Acquisition shall not exceed 1,000 acres in theaggregate;

(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such other Loan Party or arereplaced by equipment of at least comparable value and use;

(d) to the extent approved by the Administrative Agent in connection with Permitted Equity Acquisition;

(e) the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed in the ordinary courseof business, so long as, after giving effect to the disposition and the concurrent payment of Loans, no Event of Default or BorrowingBase Deficiency would exist or result therefrom (after giving pro forma effect to any concurrent repayment of the Loans with the cashproceeds of such disposition);

(f) the sale or other disposition of any Oil and Gas Property or Midstream Property or any interest therein (including all but notless than all of any Equity Interest in any Loan Party that owns Oil and Gas Property or Midstream Property), or the termination,unwinding, cancellation or other disposition of Swap Agreements; provided that:

(i) no Default exists, and no Borrowing Base Deficiency is increased by or results from, such sale or disposition of Oil andGas Property or the termination or monetization of any Swap Agreement in respect of commodities (after giving effect to anysimultaneous prepayments);

(ii) 100% of the consideration received in respect of such sale or other disposition or termination shall be cash or other Oiland Gas Properties or Midstream Property acceptable to the Majority Lenders in their discretion subject to compliance withSection 8.14;

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(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any SwapAgreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property,Midstream Property or interest therein or Subsidiary subject of such sale or other disposition, or Swap Agreement which is thesubject of such termination or monetization (as reasonably determined by the Administrative Agent);

(iv) immediately after giving effect to such sale or disposition of Oil and Gas Property or the termination or monetization ofany Swap Agreement in respect of commodities, the unused total Commitments then in effect shall be equal to or greater than20% of the total Commitments then in effect;

(v) the Borrowing Base shall be adjusted in accordance with the terms of Section 2.07(e)(ii), and the Borrower shall makeany required corresponding prepayment under Section 3.04(c)(iii);

(g) Casualty Events; and

(h) transfers of Properties from any Loan Party to the Borrower or any other Loan Party; provided, that, as a condition thereto, theBorrower and the Loan Parties have taken all such actions to the satisfaction of the Administrative Agent necessary to maintain theAdministrative Agent perfected first lien or the Property subject to such transfer;

(i) the trade or exchange of unproved Oil and Gas Properties for Oil and Gas Properties of equivalent (as reasonably determinedby the Borrower in good faith) value (including any cash necessary to achieve an exchange of equivalent value);

(j) the non-cash trade or exchange of Oil and Gas Properties to the extent constituting undeveloped acreage or undrilled depths towhich no Proved Reserves were attributable to in the most recent Reserve Report delivered to the Administrative Agent for Oil and GasProperties in the ordinary course of business and customary in the oil and gas business; provided that, (A) the fair market value andquality of the Oil and Gas Properties obtained by the Borrower or any Subsidiary shall be at least as great as the fair market value andquality of the Oil and Gas Properties relinquished by the Borrower or any Subsidiary; (B) the Oil and Gas Properties obtained in suchtrade or exchange shall be made subject to a Mortgage in favor of the Administrative Agent concurrently with such trade or exchange;(C) the Oil and Gas Properties obtained by the Borrower or any Subsidiary shall be located in the Delaware Basin; (D) the Oil and GasProperties obtained by the Borrower or any Subsidiary shall be subject to no Liens other than Liens permitted under Section 9.03; and(E) the aggregate acreage of Oil and Gas Properties disposed of pursuant to this clause (i) without obtaining the Administrative Agent’sprior written consent shall be no greater than 1,000 net mineral acres in the aggregate for all such trades or exchanges; and

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(k) after such date that the Second Lien Notes (or any Permitted Refinancing Debt thereof) are no longer outstanding, and so longas no Borrowing Base Deficiency then exists, the sale or other disposition of any Oil and Gas Property to which no Proved Reservesare attributed.

Section 9.12 Sales and Leasebacks. The Borrower will not, and will not permit any other Loan Party to enter into any arrangementwith any Person providing for the leasing by any Loan Party of real or personal property that has been or is to be sold or transferred by suchLoan Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of suchproperty or rental obligations of such Loan Party.

Section 9.13 Environmental Matters. The Borrower will not, and will not permit any other Loan Party to, (a) cause or knowinglypermit any of its Property to be in violation of, or (b) do anything or knowingly permit anything to be done which will subject any suchProperty to any Remedial Work (other than Remedial Work done in the ordinary course of business) under, any Environmental Laws thatcould reasonably be expected to have a Material Adverse Effect; it being understood that clause (b) above will not be deemed as limiting orotherwise restricting any obligation to disclose any relevant facts, conditions and circumstances pertaining to such Property to theappropriate Governmental Authority.

Section 9.14 Transactions with Affiliates. Borrower will not, and will not permit any other Loan Party to, enter into any transaction,including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions areotherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in acomparable arm’s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a) transactions amongthe Borrower or its Affiliates, on the one hand, and any holder of preferred Equity Interest or Person affiliated therewith, on the other hand,in connection with the Series B Redeemable Preferred Stock, the Second Lien Notes or the Second Lien Documents, (b) transactionsamong the Borrower and its Affiliates entered into in connection with the Crude Oil Gathering Agreement, the Gas Gathering Agreementand the Transition Services Agreement (in each case as defined in the Business Combination Agreement), (c) transactions betweenBorrower or its Affiliates with RRI or its Affiliates for financial advisory, underwriting, capital raising, and other services, (d) transactionsbetween Borrower and Loan Parties and (e) any transactions pursuant to the Tax Receivable Agreement.

Section 9.15 Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any other Loan Party to,create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting,conveying, creation or imposition of any Lien on any of its Property to secure the Secured Obligations or which requires the consent ofother Persons in connection therewith or (b) the Borrower or any other Loan Party from paying dividends or making distributions to anyLoan Party or receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to otherPersons in connection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Loan Documents orthe Second Lien Documents (subject to the Intercreditor Agreement), (ii) the foregoing shall not apply to customary restrictions andconditions contained in agreements relating to the sale of any asset or another Loan Party pending such sale; provided such restrictions andconditions apply only to the asset or other

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Loan Party that is to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions orconditions imposed by any agreement relating to purchase money Liens or Capital Leases permitted by this Agreement if such restrictionsor conditions apply only to the property or assets securing such purchase money Liens or Capital Leases and (B) customary provisions inleases restricting the assignment thereof, (C) customary provisions restricting assignment of any licensing agreement (in which a LoanParty or its Subsidiaries are the licensee) with respect to a contract entered into by a Loan Party or its Subsidiaries in the ordinary course ofbusiness and (D) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any leasegoverning any Oil and Gas Properties of a Loan Party and its Subsidiaries.

Section 9.16 Take-or-Pay or Other Prepayments. The Borrower will not, and will not permit any other Loan Party to, allowtake-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any other Loan Party that would require theBorrower or such other Loan Party to deliver Hydrocarbons at some future time without then or thereafter receiving full payment thereforto exceed $1,000,000 in the aggregate.

Section 9.17 Swap Agreements.

(a) The Borrower will not, and will not permit any other Loan Party to, enter into any Swap Agreements with any Person otherthan:

(i) Swap Agreements in respect of commodities (A) with an Approved Counterparty, (B) which have a tenor not greater thanfive (5) years and (C) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements thenin effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as ofthe date such Swap Agreement is executed and at any time, (x) for any month during the period from the then current date untiltwo (2) years after the then current date, the greater of (1) 85% of the projected production from Proved Reserves from Oil andGas Properties of the Loan Parties (such notional volume to be based upon the projections contained in the then most recentlydelivered Reserve Report) or (2) 75% of Forecasted Production in each case for crude oil, natural gas and natural gas liquids,calculated separately, for each month during the period commencing on the month when such Swap Agreement is executed, and(y) for any month during the period that is more than two (2) years from the then current date, the greater of (1) 75% of theprojected production from Proved Reserves from Oil and Gas Properties of the Loan Parties (such notional volume to be basedupon the projections contained in the then most recently delivered Reserve Report) or (2) 50% of Forecasted Production in eachcase for crude oil, natural gas and natural gas liquids, calculated separately, for each month during the period commencing on themonth when such Swap Agreement is executed; provided that (I) such Swap Agreements shall only be entered into in theordinary course of business (and not for speculative purposes) and (II) no Swap Agreement in respect of commodities shall beterminated, unwound, cancelled or otherwise disposed of except to the extent permitted by Section 9.11; provided further that theBorrower shall be deemed to be in compliance with this Section 9.17(a) so long as the Borrower does

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not have commodity Swap Agreements then in effect that exceed 110% of the minimum hedging requirements set forth inSection 8.18 of the Second Lien Note Purchase Agreement or Section 5.06 of the Stock Purchase Agreement as in effect on theEffective Date; and

(ii) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which, whenaggregated with all other interest rate Swap Agreements of the Borrower and the Loan Parties then in effect, do not exceed 75%of the then outstanding principal amount of the Borrower’s and the Loan Party’s aggregate Debt for borrowed money.

(b) If, after the end of any fiscal quarter, the Borrower determines that the aggregate volume of all effective hedge transactionsfor which settlement payments were calculated in the immediately preceding fiscal quarter exceeds 100% of actual production fromProved Reserves from Oil and Gas Properties of the Loan Parties in such preceding fiscal quarter, then the Borrower shall promptlynotify the Administrative Agent and, at Administrative Agent’s request, terminate, unwind, create off-setting positions or take otheractions within 45 days of the last day of such fiscal quarter such that, after giving effect thereto, no more than 100% of the projectedproduction from Proved Reserves from Oil and Gas Properties of the Loan Parties, calculated separately for crude oil, natural gas andnatural gas liquids, calculated separately (such notional volume to be based upon the projections contained in the then most recentlydelivered Reserve Report), as reasonably approved by Administrative Agent, is hedged.

(c) In no event shall any Swap Agreement contain any requirement, agreement or covenant for any Loan Party to post collateral ormargin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the SecurityInstruments).

Section 9.18 Amendments to Organizational Documents and Material Contracts. The Borrower shall not, and shall not permit anyother Loan Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its OrganizationalDocuments, the Crude Oil Gathering Agreement or the Gas Gathering Agreement (in each case as defined in the Business CombinationAgreement) and the Tax Receivable Agreement, in any material respect that could reasonably be expected to be adverse to the interests ofthe Administrative Agent or the Lenders without the consent of the Administrative Agent (not to be unreasonably withheld or delayed),other than amendments that delete or reduce any fees payable by any Loan Party to a Person other than the Administrative Agent or anyLender, or (b) (i) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which itis a party, (ii) terminate, replace or assign any of the Loan Party’s interests in any agreement or (iii) permit any agreement not to be in fullforce and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expectedto result in a Material Adverse Effect. Notwithstanding the foregoing, the Borrower shall not, and shall not permit any other Loan Party to,amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any provision of its OrganizationalDocuments with respect to preferred Equity Interests, including ownership, issuance or distributions with respect thereto, without theconsent of the Administrative Agent; provided, that such amendments, supplements or modifications may be undertaken in order toauthorize additional Equity Interests in order to make Restricted Payments in Equity Interests contemplated under Section 9.04(a).

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Section 9.19 Changes in Fiscal Periods. The Borrower shall not, and shall not permit any other Loan Party to have its fiscal year endon a date other than December 31 or change the its method of determining fiscal quarters.

Section 9.20 No Subsidiaries. The Borrower shall not permit, and shall not permit the other Loan Parties to own or create directly orindirectly any Subsidiaries other than any Subsidiary formed after the Effective Date that joins this Agreement as a Guarantor inaccordance with Section 8.14(b).

Section 9.21 Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents. The Borrower will not,and will not permit the other Loan Parties to:

(a) prior to the Maturity Date call, make or offer to make any optional or voluntary Redemption of or otherwise optionally orvoluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default orBorrowing Base Deficiency shall have occurred and be continuing or would result therefrom, the Borrower may optionally prepaySenior Unsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes so long such prepayment occurs withinforty-five (45) days of the date a notice is filed for the issuance of such Senior Unsecured Notes;

(b) in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto, amend, modify, waive orotherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such SeniorUnsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof would be cause such Debt no longer toqualify as Senior Unsecured Notes pursuant to the definition thereof; and

(c) designate any Debt (other than obligations of the Borrower and the Subsidiaries pursuant to the Loan Documents) as“Specified Senior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similardesignation.

Section 9.22 Marketing Activities. The Borrower will not, and will not permit any of the other Loan Parties to, engage in marketingactivities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled orreasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the saleof Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period ofsuch contract associated with the Oil and Gas Properties of the Borrower and the other Loan Parties that the Borrower or one of the otherLoan Parties has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usualand customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) whichhave generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position”is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

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Section 9.23 Prepayment of Second Lien Notes or Permitted Refinancing Debt; Amendment of Second Lien Documents. TheBorrower will not, and will not permit the other Loan Parties to:

(a) call, make or offer to make any optional or voluntary prepayment (whether in whole or in part) of any Second Lien Notes(other than from the cash proceeds of any Permitted Refinancing Debt or cash proceeds received from a substantially concurrentissuance of common or preferred Equity Interests that are on terms not materially more adverse to the Borrower than the terms of theBorrower Series B Preferred Units); provided that, any such other optional or voluntary prepayment shall be permitted so long as bothbefore and immediately after giving effect to such prepayment, redemption or repurchase (i) no Default or Event of Default orBorrowing Base Deficiency shall have occurred and be continuing, (ii) all prepayments required hereunder have been made, (iii) theBorrower is in pro forma compliance with the financial covenants in Section 9.01, (iv) if such prepayment is made other than with thecash proceeds of Senior Unsecured Notes, the unused total Commitments then in effect shall be equal to or greater than 20% of the totalCommitments then in effect and the Borrower’s ratio of Total Debt to EBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debtoutstanding on such date after giving effect to such prepayment or redemption and (y) EBITDAX for the four fiscal quarters ending onthe last day of the fiscal quarter immediately preceding such date for which financial statements are available), and (v) in the case of aprepayment made with the proceeds from the Senior Unsecured Notes, such prepayment is made within twenty-five (25) days ofreceipt thereof;

(b) call, make or offer to make any optional or voluntary prepayment (whether in whole or in part) of any Permitted RefinancingDebt (other than from the cash proceeds of any other Permitted Refinancing Debt or cash proceeds received from a substantiallyconcurrent issuance of common or preferred Equity Interests that are on terms not materially more adverse to the Borrower than theterms of the Borrower Series B Preferred Units); provided that, any such other optional or voluntary prepayment shall be permitted solong as both before and immediately after giving effect to such prepayment, redemption or repurchase (i) no Default or Event ofDefault or Borrowing Base Deficiency shall have occurred and be continuing, (ii) all prepayments required hereunder have been made,(iii) the Borrower is in pro forma compliance with the financial covenants in Section 9.01, and (iv) the unused total Commitments thenin effect shall be equal to or greater than 20% of the total Commitments then in effect and the Borrower’s ratio of Total Debt toEBITDAX is not greater than 3.00 to 1.00 (using (x) Total Debt outstanding on such date after giving effect to such prepayment orredemption and (y) EBITDAX for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding such datefor which financial statements are available);

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(c) in the case of Second Lien Notes or any Second Lien Documents related thereto or any Permitted Refinancing Debt ordefinitive documentation related thereto, amend, modify, waive or otherwise change, consent or agree to any amendment, modification,waiver or other change to, any of the terms of any such Second Lien Notes, Second Lien Document, Permitted Refinancing Debt ordefinitive documentation, except, in each case, to the extent permitted in the Second Lien Intercreditor Agreement; and

(d) grant a Lien on any Property to secure Second Lien Obligations or any Permitted Refinancing Debt without substantiallycontemporaneously offering to grant to the Administrative Agent, as security for the Secured Obligations, a Lien on the same propertypursuant to the Security Instruments (it being understood that if any Security Instruments is required to be executed to grant such Liensuch Security Instruments shall be in form and substance reasonably satisfactory to Administrative Agent); provided, however, therefusal or inability of the Administrative Agent to accept such Lien will not prevent the administrative agent under the Second LienDocuments or such Permitted Refinancing Debt from taking the Lien.

Section 9.24 Negative Pledge; Restrictions on Guarantees

(a) RRI will not, nor will RRI permit the Intermediate Holdco (if applicable) to, create, incur or permit to exist any Lien or claimon, in or to its Equity Interests in the Borrower or the Intermediate Holdco (if applicable). RRI will, and will cause the IntermediateHoldco (if applicable) to, defend its Equity Interests in the Borrower or the Intermediate Holdco (if applicable) against, and take allsuch other action as is necessary to remove any Lien or claim on, in or to its Equity Interests in the Borrower or the IntermediateHoldco (if applicable), at its sole cost and expense.

(b) RRI will not incur, nor will RRI permit the Intermediate Holdco (if applicable) to incur, any Debt (other than, to the extentconstituting Debt, obligations in respect of any Series A Preferred Stock or Series B Redeemable Preferred Stock), and RRI will notprovide, nor will RRI permit the Intermediate Holdco (if applicable) to provide, provide a guaranty in respect of Debt of any otherPerson unless RRI, or the Intermediate Holdco (if applicable), first becomes a Guarantor and party to the Guaranty Agreement.

ARTICLE 10EVENTS 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 Disbursementwhen and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, byacceleration 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 inSection 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shallcontinue unremedied for a period of three (3) Business Days;

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(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or inconnection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document,or in any report, notice, certificate, financial statement or other document furnished pursuant to or in connection with any LoanDocument or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respectwhen made or deemed made (or, to the extent that any such representation and warranty is qualified by materiality, such representationand warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);

(d) the Borrower or any other Loan Party shall fail to observe or perform any covenant, condition or agreement contained inSection 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17, Section 8.18 or in ARTICLE IX;

(e) the Borrower or any other Loan Party 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), Section 10.01(c) or Section 10.01(d)) or any other LoanDocument, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from theAdministrative Agent to the Borrower (which notice will be given at the request of any Lender) or (B) a Responsible Officer of theBorrower or such other Loan Party otherwise becoming aware of such default;

(f) the Borrower or any other Loan Party shall fail to make any payment (whether of principal or interest and regardless ofamount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any graceperiods applicable thereto;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or thatenables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtednessor any trustee or agent on its or their behalf to cause such Material Indebtedness to become due prior to its scheduled maturity, or torequire the Redemption thereof or any offer to Redeem to be made in respect thereof, or require the Borrower or any other Loan Partyto make an offer in respect thereof;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganizationor other relief in respect of any Loan Party, or its or their debts, or of a substantial part of its or their 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 other Loan Party or for a substantial part of its or theirassets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approvingor ordering any of the foregoing shall be entered;

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(i) the Borrower or any other Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking 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 inSection 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for the Borrower or any other Loan Party or for a substantial part of its or their assets, (iv) file an answer admitting the materialallegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit of creditors,(vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability or failgenerally to pay its debts as they become due;

(j) one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 (to the extent not covered byindependent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding)shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor toattach or levy upon any assets of any Loan Party to enforce any such judgment;

(k) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to bein full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Loan Party theretoor shall be repudiated by any of them or cease to create valid and perfected Liens of the priority required thereby on the Collateralpurported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any other LoanParty or any of their Affiliates shall so state in writing;

(l) (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected to result in a MaterialAdverse Effect, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, anyinstallment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan that has resultedor could reasonably be expected to result in a Material Adverse Effect;

(m) an “Event of Default” shall occur under the Senior Unsecured Notes Documents or the Second Lien Documents; and

(n) a Change in Control shall occur.

Section 10.02 Remedies.

(a) In the case of an Event of Default (other than one described in Section 10.01(h) or Section 10.01(i)), at any time thereafterduring the continuance of such Event of Default, the Administrative Agent may with the consent of the Majority Lenders or shall at therequest of the Majority Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times:(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) by

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written notice to the Borrower, declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in whichcase any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principalof the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the LoanParties accrued hereunder and under the Notes and the other Loan Documents (including the payment of cash collateral to secure theLC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand (other thanwritten notice), protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waivedby each Loan Party; and in case of an Event of Default described in Section 10.01(h) or Section 10.01(i), the Commitments shallautomatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and allfees and the other obligations of the Borrower and the other Loan Parties accrued hereunder and under the Notes and the other LoanDocuments (including the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall automatically andimmediately 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 each Loan Party.

(b) In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights andremedies available at law and equity.

(c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after maturity of the Loans,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 indemnitiespayable to the Administrative Agent in its capacity as such;

(ii) second, pro rata to payment or reimbursement of that portion of the Secured Obligations constituting fees, expenses andindemnities payable to the Lenders;

(iii) third, pro rata to payment of accrued interest on the Loans;

(iv) fourth, pro rata to payment of principal outstanding on the Loans and Secured Obligations referred to in clause (y) of thedefinition of Secured Obligations in respect of Secured Cash Management Agreements and Secured Swap Agreements;

(v) fifth, pro rata to any other Secured Obligations;

(vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; and

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(vii) seventh, any excess, after all of the Secured Obligations shall have been indefeasibly paid in full in cash, shall be paidto 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 contractparticipant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that inthe event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this this clause, theAdministrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth abovefrom amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, thatthe proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of anyExcluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant toclause fourth above).

ARTICLE 11THE ADMINISTRATIVE AGENT

Section 11.01 Appointment; Powers.

(a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading ofthis Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and eachIssuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under thisAgreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise suchpowers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes theAdministrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which theAdministrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such LoanDocuments.

(b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection),the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrainfrom acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders(or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unlessand until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that theAdministrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it toliability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuing Banks withrespect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that maybe in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief ofdebtors or that may effect a forfeiture,

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modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy,insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or directionfrom the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification ordirection has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty todisclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate ofany of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in anycapacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall havereasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonablyassured to it.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is actingsolely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to themaintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of theforegoing:

(i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any otherrelationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than asexpressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurredand is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any otherLoan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (orexpress) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market customand is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lenderagrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by theAdministrative Agent in connection with this Agreement and the transactions contemplated hereby; and

(ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender forany sum or the profit element of any sum received by the Administrative Agent for its own account;

(d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other LoanDocument by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any suchsub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective RelatedParties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the

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Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. TheAdministrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court ofcompetent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence orwillful misconduct in the selection of such sub-agent.

(e) None of the Arranger, Co-Documentation Agents or Syndication Agent shall have any obligations or duties whatsoever insuch capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity,but such person shall have the benefit of the indemnities provided for hereunder.

(f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy,insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal ofany Loan or any obligation to reimburse an LC Disbursement shall then be due and payable as herein expressed or by declaration orotherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled andempowered (but not obligated) by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LCDisbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary oradvisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim underSections 3.02, 3.05, 5.01, 5.03 and 12.03) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorizedby each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event thatthe Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other SecuredParties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents(including under Section 12.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent toor accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affectingthe Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of anyLender or Issuing Bank in any such proceeding.

(g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and,except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none ofthe Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any suchprovisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and ofthe Guarantees of the Obligations.

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Section 11.02 Administrative Agent’s Reliance, Indemnification, Etc.

(a) Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken byit under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the RequiredLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in goodfaith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence orwillful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final andnonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations orwarranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in anycertificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or inconnection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability orsufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder orthereunder.

(b) The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof(stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and theAdministrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty orrepresentation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other documentdelivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other termsor conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability,effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of anycondition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to bedelivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein beingacceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost orexpense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the RevolvingCredit Exposure or any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank

(c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder untilsuch promissory note has been assigned in accordance with Section 12.04, (ii) may rely on the Register to the extent set forth inSection 12.04(b), (iii) may consult with legal counsel (including counsel to the Borrower),

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independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken ingood faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to anyLender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representationsmade by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliancewith any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to thesatisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless theAdministrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of themaking of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or inrespect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing(which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made toit orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

Section 11.03 Posting of Communications.

(a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available tothe Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any otherelectronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable securityprocedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, auser ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization methodwhereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the IssuingBanks and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarilysecure and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, each of the IssuingBanks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform andunderstands and assumes the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “ASAVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY ORCOMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORMAND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED

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ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADEBY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONICPLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATIONAGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,“APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANYOTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OROTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OFCOMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or onbehalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by theAdministrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including throughan Approved Electronic Platform.

(d) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communicationshave been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender forpurposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which couldbe in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address towhich the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e) Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except asmay be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform inaccordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice orother communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 11.04 The Administrative Agent Individually. With respect to its Commitment, Loans, Letter of Credit Commitments andLetters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and issubject to the same obligations and liabilities as and to the extent set forth herein for any other

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Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unlessthe context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one ofthe Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lendmoney to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking,trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as theAdministrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

Section 11.05 Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the IssuingBanks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, theRequired Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall havebeen so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring AdministrativeAgent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks,appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any suchbank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not beunreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of anyappointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, andbecome vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance ofappointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged fromits duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignationhereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assignto the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointedand shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, theretiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and theBorrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shallbe discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes ofmaintaining any security interest granted to the Administrative Agent under any Security Instrument for the benefit of the SecuredParties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of theSecured Parties, and continue to be entitled to the rights set forth in such Security Instrument and Loan Document, and, in the case ofany Collateral in the possession of the Administrative Agent, shall continue to hold such

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Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordancewith this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take anyfurther action under any Security Instrument, including any action required to maintain the perfection of any such security interest), and(ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiringAdministrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to theAdministrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and(B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly begiven or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from itscapacity as such, the provisions of this Article and Section 12.03, as well as any exculpatory, reimbursement and indemnificationprovisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, itssub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiringAdministrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above.

Section 11.06 Acknowledgements of Lenders and Issuing Banks.

(a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of itsbusiness and that it has, independently and without reliance upon the Administrative Agent, any Arranger, Co-Documentation Agent orSyndication Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents andinformation as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and tomake, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon theAdministrative Agent, any Arranger, Co-Documentation Agent or Syndication Agent or any other Lender, or any of the Related Partiesof any of the foregoing, and based on such documents and information (which may contain material, non-public information within themeaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate,continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or anyrelated agreement or any document furnished hereunder or thereunder.

(b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to anAssignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed tohave acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be deliveredto, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

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Section 11.07 Collateral Matters.

(a) Except with respect to the exercise of setoff rights in accordance with Section 12.08 or with respect to a Secured Party’s rightto file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of theCollateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under theLoan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the termsthereof.

(b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Cash Management Services theobligations under which constitute Secured Obligations under any Secured Cash Management Agreement and no Secured Obligationsunder any Secured Swap Agreement, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rightsin connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. Byaccepting the benefits of the Collateral, each any Secured Party that is a party to any Secured Cash Management Agreement or anySecured Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agentand collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subjectto the limitations set forth in this paragraph.

(c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lienon any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Excepted Lien on suchproperty, but only to the extent such Excepted Lien is not prohibited to be senior to the Liens granted to or held by the AdministrativeAgent on such property; provided that prior to any such request, the Borrower shall have in each case delivered to the AdministrativeAgent a certificate of a Responsible Officer of the Borrower certifying that such subordination is not prohibited under this Agreement.The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warrantyregarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lienthereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible orliable to the Lenders or any other any Secured Party for any failure to monitor or maintain any portion of the Collateral

Section 11.08 Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of theRequired Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction ofsome or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or throughone or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of theBankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions towhich a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with theconsent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. Inconnection with any such credit bid and purchase, the Obligations owed to the Secured Parties

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shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (withObligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis thatshall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used inallocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisitionvehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall beauthorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) eachof the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under thisAgreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorizedto adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the AdministrativeAgent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall begoverned, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or theirpermitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as thecase may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the RequiredLenders contained in Section 12.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shallbe authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests,whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debtinstruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action,and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a resultof another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount ofObligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Partiespro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle onaccount of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take anyfurther action. Notwithstanding that the ratable portion of the Obligations of each any Secured Party are deemed assigned to the acquisitionvehicle or vehicles as set forth in clause (ii) above, each any Secured Party shall execute such documents and provide such informationregarding the any Secured Party (and/or any designee of the any Secured Party which will receive interests in or debt instruments issued bysuch acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle,the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Section 11.09 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, fromthe date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, theAdministrative Agent, and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of theBorrower or any other Loan Party, that at least one of the following is and will be true:

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(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans inconnection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactionsdetermined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactionsinvolving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurancecompany pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investmentfunds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable withrespect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, theCommitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied inconnection therewith,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning ofPart VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender toenter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) theentrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and thisAgreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of suchLender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in itssole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender hasnot provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), suchLender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from thedate such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, theAdministrative Agent, and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of theBorrower or any other Loan Party, that:

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(i) none of the Administrative Agent, or the Arranger or any of their respective Affiliates is a fiduciary with respect to theassets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent underthis Agreement, any Loan Document or any documents related to hereto or thereto),

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent(within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investmentadviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in eachcase as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable ofevaluating investment risks independently, both in general and with regard to particular transactions and investment strategies(including in respect of the obligations),

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary underERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and isresponsible for exercising independent judgment in evaluating the transactions hereunder, and

(v) no fee or other compensation is being paid directly to the Administrative Agent, or the Arranger or any their respectiveAffiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, theCommitments or this Agreement.

(c) The Administrative Agent and the Arranger hereby informs the Lenders that each such Person is not undertaking to provideimpartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and thatsuch Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receiveinterest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize again if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest inthe Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with thetransactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees,facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,

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utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees,processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

ARTICLE 12MISCELLANEOUS

Section 12.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject toSection 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand orovernight courier service, mailed by certified or registered mail or sent by fax, as follows:

(i) if to the Borrower, to it at 16200 Park Row, Suite 300, Houston Texas 77084, Attention: Alan Townsend and CraigOwen; Telephone No. (281) 675-3400; Facsimile No. (281) 829-2676; Email: atownsend@rosehillres.com andcowen@rosehillres.com

with a copy to:

16200 Park Row, Suite 300, Houston Texas 77084, Attention: Chris Wood; Telephone No. (281) 675-3400;Facsimile No. (281) 829-2676; Email: cwood@rosehillres.com

(ii) if to the Administrative Agent or JPMorgan Chase Bank, N.A. as the Issuing Bank, to it at 712 Main St., Floor 5,Houston, Texas 77002, Attention: Linda Escamilla; Facsimile No. (713) 216-7770; Email: linda.a.escamilla@chase.com;

with a copy to:

Mark Holmes, Bracewell LLP, 711 Louisiana, Suite 2300, Houston, Texas, 77002; Facsimile No. (800) 404-3970; Email:mark.holmes@bracewell.com.

(iii) if to any other Lender or Issuing Bank, to it at its address (or fax number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communicationspursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant toARTICLE II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or theBorrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communicationspursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices orcommunications.

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(c) Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the otherparties hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have beengiven when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normalbusiness hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for therecipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) above, shall be effectiveas provided in said paragraph (b).

(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall bedeemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receiptrequested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to anInternet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address asdescribed in the foregoing clause (i), of notification that such notice or communication is available and identifying the website addresstherefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normalbusiness hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the nextbusiness day for the recipient.

Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or Lender to exercise and no delay inexercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps toenforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single orpartial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or theexercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, each other Agent, the IssuingBank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remediesthat they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to anydeparture by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and thensuch waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting thegenerality of the foregoing, the making of a Loan 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 knowledgeof such Default at the time.

(b) Subject to Section 3.03(b) and Section 12.03(c) below, neither this Agreement nor any provision hereof nor any LoanDocument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writingentered into by the Borrower and/or the other applicable Loan Parties and the Majority Lenders or by the Borrower and/or the otherapplicable Loan Parties and the Administrative Agent with the consent of the Majority Lenders; provided that no such

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agreement shall (i) increase the Commitment or Maximum Credit Amount of any Lender without the written consent of such Lender,(ii) except as otherwise provided in Section 2.07, increase the Borrowing Base without the written consent of each non-DefaultingLender, or decrease or maintain the Borrowing Base without the consent of the Required Lenders (other than Defaulting Lenders);provided that a Scheduled Redetermination may be postponed by the Required Lenders, (iii) reduce the principal amount of any Loanor LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other SecuredObligations hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) changeSection 2.06(b)(ii) or 4.01(b) or (c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing ofpayments required thereby, without the written consent of each Lender, (v) change the payment waterfall provisions of Section 4.05 or10.02 without the written consent of each Lender, (vi) postpone the scheduled date of payment or prepayment of the principal amountof any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Secured Obligations hereunder orunder any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Maturity Dateor the Termination Date without the written consent of each Lender affected thereby, (vii) change Section 4.01(b) or Section 4.01(c) ina manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (viii) waive oramend Section 3.04(c), Section 6.01, or Section 12.18 without the written consent of each Lender affected thereby (other than anyDefaulting Lender), (ix) release any material Guarantor (except as set forth in Section 11.10 or the Guaranty Agreement), release all orsubstantially all of the collateral (other than as provided in Section 11.10), or reduce the percentages set forth in Section 8.14(a),without the written consent of each Lender (other than any Defaulting Lender), (x) change any of the provisions of thisSection 12.02(b) or the definitions of “Majority Lenders” or “Required Lenders” or any other provision hereof specifying the numberor percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make anydetermination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender (other thanany Defaulting Lender); or (xi) change Section 10.02(c) without the consent of each Person to whom a Secured Obligation is owed;provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent orIssuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or IssuingBank, as the case may be; provided further that no such agreement shall amend or modify the provisions of Section 2.06 or any letterof credit application and any bilateral agreement between the Borrower and an Issuing Bank regarding such Issuing Bank’s Letter ofCredit Commitment or the respective rights and obligations between the Borrower and an Issuing Bank in connection with the issuanceof Letters of Credit without the prior written consent of the Administrative Agent and such Issuing Bank, respectively. Notwithstandingthe foregoing, the Borrower and the Administrative Agent may amend this Agreement or any other Loan Document without theconsent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error orother manifest error in any Loan Document, and such amendment shall become effective without any further action or consent of anyother party to this Agreement.

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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 the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates and to the extentnecessary 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 assessments and audits and surveysand appraisals, 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 asto the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other LoanDocuments and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not thetransactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other chargesincurred by the Administrative Agent in connection with any filing, registration, recording or perfection of any security interestcontemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocketexpenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or anydemand for payment thereunder, (iv) all out-of-pocket expenses incurred by the Administrative Agent, any other Agent, the IssuingBank or any Lender, including the fees, charges and disbursements of any external counsel for the Administrative Agent, any otherAgent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreementor any other Loan Document, including its rights under this Section 12.03 or in connection with the Loans made or Letters of Creditissued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect ofsuch Loans or Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND ANY OTHER AGENT, THEARRANGER, EACH ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOINGPERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACHINDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES ANDRELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ONE OUTSIDE COUNSEL FOREACH INDEMNITEE AND, IF REASONABLY NECESSARY, OF A SINGLE LOCAL COUNSEL IN EACH APPROPRIATEJURISDICTION (WHICH MAY INCLUDE A SINGLE SPECIAL COUNSEL ACTING IN MULTIPLE JURISDICTIONS) FORALL SUCH INDEMNITEES, TAKEN AS A WHOLE (AND, IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OFINTEREST, ONE ADDITIONAL COUNSEL FOR SUCH AFFECTED INDEMNITEE(S)), INCURRED BY OR ASSERTEDAGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION ORDELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENTCONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIES HERETO OR

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THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER ORTHEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHERLOAN DOCUMENT, (iii) THE FAILURE OF THE BORROWER OR ANY LOAN PARTY TO COMPLY WITH THE TERMS OFANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iv) ANYINACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THEBORROWER OR ANY LOAN PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS,DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (v) ANY LOAN OR LETTER OF CREDITOR THE USE OF THE PROCEEDS THEREFROM, INCLUDING (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR ADEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITHSUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENTOF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OROTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANYOTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE BORROWER OR ANYOTHER LOAN PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TORECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAWAPPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS,INCLUDING THE ACTUAL OR ALLEGED PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE,USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLIDWASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES OR ANY ENVIRONMENTALLIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, (x) THE BREACH ORNON-COMPLIANCE BY THE BORROWER OR ANY OTHER LOAN PARTY WITH ANY ENVIRONMENTAL LAWAPPLICABLE TO THE BORROWER OR ANY OTHER LOAN PARTY, (xi) THE PAST OWNERSHIP BY THE BORROWER ORANY OTHER LOAN PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIESWHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY,(xii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE,TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES,SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THEBORROWER OR ANY OTHER LOAN PARTY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUSMATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOANPARTY, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OTHER LOANPARTY, (xiv) ANY OTHER

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ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xv) ANYACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THEFOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRDPARTY OR BY ANY LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, ANDSUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENTNEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER ANAFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THERESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITYIMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES INCLUDING ORDINARY NEGLIGENCE;PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THATSUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OFCOMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO (X) HAVE RESULTED FROM (1) THEGROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR (2) THE MATERIAL BREACH OF SUCHINDEMNITEE’S OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR (Y) RELATE TOTAXES, WHICH SHALL BE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 5.03, OTHER THAN TAXES THATREPRESENT LOSSES, CLAIMS, DAMAGES, ETC. 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 Agent, theArranger or any Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, suchAgent, the Arranger and such Issuing Bank and any Related Party of the foregoing Persons (each an “Agent Indemnitee”), as the casemay be, (to the extent not reimbursed by the Borrower and without limiting its obligation to do so) ratably according to their respectiveApplicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought afterthe date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance withsuch Applicable Percentage immediately prior to such date) of such unpaid amount; provided that the unreimbursed expense orindemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against theAdministrative Agent, such Agent, the Arranger or such Issuing Bank in its capacity as such.

(d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and the Borrower hereby waives, any claimagainst any Indemnitee for any damages arising from the use by others of information or other materials obtained throughtelecommunications, electronic or other information transmission systems (including the Internet), and (ii) the Borrower shall not, andshall cause each Loan Party not to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special,indirect, consequential or punitive damages (as opposed to direct or actual damages) arising

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out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplatedhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in thisclause (d)(ii) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect,consequential or punitive damages asserted against such Indemnitee by a third party

(e) All amounts due under this Section 12.03 shall be payable not later than 10 days after written demand therefor.

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 respectivesuccessors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) theBorrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of theAdministrative Agent and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be nulland void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with thisSection 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 an Issuing Bank that issues any Letter ofCredit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Partiesof each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or byreason 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 (each, an“Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and theLoans at the time owing to it) with the prior written consent of:

(A) the Borrower (such consent not to be unreasonably withheld), provided that no consent of the Borrower shall berequired if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender,an Affiliate of a Lender or an Approved Fund; provided further, that the Borrower shall be deemed to have consented toany such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent with five(5) Business Days after having received written notice thereof; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for anassignment to an assignee that is a Lender (other than a Defaulting Lender) immediately prior to giving effect to suchassignment; and

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(C) each Issuing Bank, provided that no consent of any Issuing Bank shall be required for an assignment to anassignee that is a Lender (other than a Defaulting 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, an Affiliate of a Lender, an Approved Fund or an assignment ofthe entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans ofthe assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of theBorrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall berequired if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’srights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment andAssumption, or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by referencepursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment andAssumption are participants, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an AdministrativeQuestionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information(which may contain material non-public information about the Borrower, the Loan Parties and their related parties or theirrespective securities) will be made available and who may receive such information in accordance with the assignee’scompliance procedures and applicable laws, including federal and state securities laws; and

(E) the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the Borrower.

(iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified ineach Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned bysuch Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lenderthereunder

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shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under thisAgreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations underthis Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of 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 thisAgreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lenderof a participation in such rights and obligations in accordance with Section 12.04(c).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at oneof its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names andaddresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LCDisbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Registershall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whosename is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and anyLender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (1) (x) a duly completed Assignment and Assumption executed by an assigning Lender and anassignee, or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to anApproved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption areparticipants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), (2)the Assignee’s completed Administrative Questionnaire and, (3) if required hereunder, applicable tax forms (unless the Assigneeshall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any writtenconsent 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; provided that if either the assigning Lender or theassignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(b), 2.08(d) or (e), 4.02 or12.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record theinformation therein in the Register unless and until such payment shall have been made in full, together with all accrued interestthereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as providedin this Section 12.04(b).

(vi) Notwithstanding the foregoing, no assignment or participation shall be made to any Loan Party or any Affiliate of aLoan Party.

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(c) (i) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, Issuing Bank orany other Person, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates orSubsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portionof its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remainunchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) theBorrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lenderin connection with such Lender’s rights and obligations under this Agreement, and (D) the selling Lender shall maintain the ParticipantRegister. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retainthe sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to anyamendment, modification or waiver described in the first proviso to Section 12.02(b) that affects such Participant. In addition suchagreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to Section 12.04(c)(ii), the Borroweragrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03 to the same extent as if itwere a Lender and had acquired its interest by assignment pursuant to Section 12.04(b). To the extent permitted by law, each Participantalso shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided that such Participant (A) agrees to be subjectto Section 4.01(c) as though it were a Lender and (B) shall not be entitled to receive any greater payment under Section 5.01 or 5.03,with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlementto receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. EachLender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register onwhich it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest inthe Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have anyobligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relatingto a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Personexcept to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is inregistered 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 theowner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt,the Administrative Agent (in its capacity 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 applicableLender would have been entitled to receive with respect to the participation sold to such Participant, unless

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the entitlement to a greater payment results from a change in Law after such Participant acquired its participation. A Participantthat would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.03 unless such Participantagrees, for the benefit of the Borrower, to comply with Section 5.03(f) as though it were a Lender (it being understood thedocumentation required under Section 5.03(f) shall be provided only to the selling Lender).

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement tosecure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a centralbank, and this Section 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge orassignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assigneefor such Lender as a party hereto.

(e) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of anyLender or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Borrower and theother Loan Parties to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of any state.

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or otherinstruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have beenrelied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documentsand the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or onits behalf and notwithstanding that the Administrative Agent, any other Agent, the Issuing Bank or any Lender may have had notice orknowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in fullforce and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under thisAgreement is outstanding and unpaid or any Letter of Credit or other Secured Obligations are outstanding and so long as theCommitments have not expired or been terminated. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 andARTICLE XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of thisAgreement, any other Loan Document or any provision hereof or thereof.

(b) 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 Personunder any bankruptcy law, common law or equitable cause, then to such extent, the Secured Obligations shall be revived and continueas if such payment or proceeds had not been

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received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreementand each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstatedand the Borrower shall, and shall cause each other Loan Party to, take such action as may be reasonably requested by theAdministrative 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 whichshall constitute an 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 (i) fees payable to theAdministrative Agent and (ii) the reductions of the Commitment of any Issuing Bank constitute the entire contract among the partiesrelating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written,relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THEFINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BYEVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARENO UNWRITTEN 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 theAdministrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear thesignatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.

(d) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronicmeans that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpartof this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document tobe signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include ElectronicSignatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity orenforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the casemay be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and NationalCommerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the UniformElectronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in anyform or format without its prior written consent.

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Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provisionin a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and eachof their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off andapply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoeverkind, including obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of theBorrower or any other Loan Party against any of and all the obligations of the Borrower or any other Loan Party owed to such Lender nowor hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made anydemand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured or are owed to abranch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit orobligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amountsso set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions ofSection 4.05 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust forthe benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to theAdministrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercisedsuch right of setoff. 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 other Loan Documents shall be construed in accordance with and governed by the law of the State ofNew York.

(b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding thegoverning law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Partyrelating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactionscontemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusivejurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if suchcourt lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and anyappellate court from any thereof, in any action or

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proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or forrecognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that allclaims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against theAdministrative Agent or any of its Related Parties may only) be heard and determined in such federal (to the extent permitted by law)or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusiveand may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreementor in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwisehave to bring any action or proceeding relating to this Agreement against the Borrower, any Loan Party or its properties in the courts ofany jurisdiction.

(d) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively doso, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relatingto this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties heretohereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of suchaction or proceeding in any such court.

(e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12.01.Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(f) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDINGDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOANDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY); (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAYHAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE ORCONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIESTHAT NO PARTY HERETO NOR ANY REPRESENTATIVE, AGENT OR ATTORNEY FOR ANY PARTY HERETO HASREPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THETRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERSAND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.

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Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,are not part of this 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 Bank and the Lenders (severally and not jointly) agreesto 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 towhom such disclosure is made will be informed of the confidential nature of such Information and required to keep such Informationconfidential), (b) to the extent requested by any regulatory authority having authority over the Administrative Agent or any Lender, (c) tothe extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement orany other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit,action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,(f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participantin, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (provided that such Person agreesto be bound by the provisions of this Section 12.11) or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreementrelating to the Borrower and its obligations (provided that such Person agrees to be bound by the provisions of this Section 12.11), (g) on aconfidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided forherein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numberswith respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information(i) becomes publicly available other than as a result of a breach 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 source other than the Borrower. For the purposes of this Section 12.11,“Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary and theirbusinesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on anonconfidential basis prior to disclosure by the Borrower or a Subsidiary; provided that, in the case of information received from theBorrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Personrequired to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to have complied with itsobligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Personwould accord to its own confidential information.

Section 12.12 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable toany Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectivelythe “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received orreserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest andCharges that would have been payable in respect of such Loan but were

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not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect ofother Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interestthereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender. To the extent that Chapter 303 of the TexasFinance Code is relevant for the purpose of determining the Maximum Rate applicable to any Lender or any Issuing Bank, such Lender orsuch Issuing Bank elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling from time to time in effect.Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations hereunder.

Section 12.13 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreementrelating to any collateral securing the Secured Obligations shall also extend to and be available to the Secured Swap Providers in respect ofthe Secured Swap Agreements as set forth herein. Except as set forth in Section 12.02(b)(xi), no Lender or any Affiliate of a Lender shallhave any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.

Section 12.14 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to makeLoans and any Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and noother Person (including any other Loan Party of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall haveany rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, Issuing Bank orLender for any reason whatsoever. There are no third party beneficiaries.

Section 12.15 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS ADUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITHNOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS INFACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS,CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGALCOUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT ANDTHE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THISAGREEMENT 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 INSOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCHLIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY ORENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ONTHE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT“CONSPICUOUS.”

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Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USAPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and recordinformation that identifies the Borrower, which information includes the name and address of the Borrower and other information that willallow such Lender to identify the Borrower in accordance with the Act.

Section 12.17 Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to thecontrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as definedin the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured(Mobile) Home is hereby encumbered by this Agreement or any other Loan Document.

Section 12.18 Releases.

(a) Release Upon Payment in Full. Upon the complete payment of the Secured Obligations (other than (A) indemnity obligationsnot yet due and payable of which the Borrower has not received a notice of potential claim, (B) obligations arising under a SecuredSwap Agreement that have been otherwise collateralized to the satisfaction of the applicable Secured Swap Provider and(C) obligations under Secured Cash Management Agreements not yet due and payable) and the termination of the Letters of Credit(other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bankshall have been made), and the termination of the Commitments under the Agreement, the Administrative Agent, at the written requestand expense of the Borrower, will promptly release, reassign and transfer the Collateral to the Loan Parties.

(b) Further Assurances. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in atransaction permitted by the Loan Documents, then the Administrative Agent, at the request and sole expense of the applicable LoanParty, shall promptly execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable for therelease of the Liens created by the applicable Security Instrument on such Collateral. At the request and sole expense of the Borrower,a Loan Party shall be released from its obligations under the Loan Documents in the event that all the capital stock or other EquityInterests of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Documents;provided that the Borrower shall have delivered to the Administrative Agent, at least five Business Days prior to the date of theproposed release, a written request for release identifying the relevant Loan Party and the terms of the sale or other disposition inreasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowerstating that such transaction is in compliance with this Agreement and the other Loan Documents.

Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary inany Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges thatany liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powersof an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arisinghereunder which may 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 FinancialInstitution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares orother instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreementor 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 ofany EEA Resolution Authority.

Section 12.20 Material Non-Public Information.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 12.11 FURNISHED TO ITPURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THEBORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HASDEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION ANDTHAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSEPROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THEBORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THISAGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLICINFORMATION ABOUT THE BORROWER, THE LOAN PARTIES THEIR RELATED PARTIES OR THEIR RESPECTIVESECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENTTHAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVEINFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITSCOMPLIANCE PROCEDURES AND APPLICABLE LAW.

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Section 12.21 No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding,that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and eachCredit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documentsand the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person.The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such CreditParty in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agreesthat no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in anyjurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its ownindependent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility orliability to the Borrower with respect thereto.

Section 12.22 Concerning the Second Lien Intercreditor Agreement. Each Lender (a) consents to the Lien priorities provided for inthe Second Lien Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of theSecond Lien Intercreditor Agreement, and (c) authorizes and instructs the Administrative Agent to enter into the Second Lien IntercreditorAgreement as first lien agent, collateral agent and any other agent capacity specified therein. The foregoing provisions are intended as aninducement to the Lenders to extend credit and such Lenders are intended third party beneficiaries of such provisions and the provisions ofthe Second Lien Intercreditor Agreement.

Section 12.23 Amendment and Restatement. This Agreement shall become effective on the Effective Date and shall supersede allprovisions of the Existing Credit Agreement as of such date. All outstanding Obligations under the Existing Credit Agreement on theEffective Date (and which have not been repaid on the Effective Date) shall continue to remain outstanding under this Agreement. Fromand after the date hereof, all references made to the Existing Credit Agreement in any Loan Document or in any other instrument ordocument shall, without more, be deemed to refer to this Agreement. The Borrower hereby acknowledges and agrees that the Liens createdand provided for by the Security Instruments continue to secure, among other things, the Obligations which shall remain outstanding on thedate hereof as well as those hereafter arising under this Agreement and the other Loan Documents; and the rights and remedies of theAdministrative Agent under the Security Instruments and the Liens created and provided for thereunder remain in full force and effect andshall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liensand security interests created and provided for by the Security Instruments as to the indebtedness which would be secured thereby prior togiving effect to this Agreement. This amendment and restatement of the Existing Credit Agreement shall operate to renew, amend andmodify the rights and obligations of the parties under the Existing Credit Agreement as provided herein, but shall not act as a novationthereof.

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Section 12.24 Assignment and Assumption of Administrative Agent and Resignation of Exiting Administrative Agent.

(a) The Exiting Administrative Agent hereby grants, bargains, sells, assigns, transfers and conveys, to the Administrative Agent,and the Administrative Agent hereby assumes and accepts, all of the Exiting Administrative Agent’s rights, titles, interests, privileges,claims, demands, equities, liens, and security interests, in each case in its capacity as administrative agent under the Existing LoanDocuments (as defined below), including, without limitation, all rights, liens and security interests granted to it by the Loan Partiesunder such Existing Loan Documents to secure all “Secured Obligations” (as defined in the Existing Credit Agreement) arisingpursuant to the Existing Credit Agreement; provided that (i) the Exiting Administrative Agent expressly reserves all rights and benefitsaccruing to it in connection with any agency provisions or indemnity and reimbursement obligations owed by the Loan Parties underthe Existing Loan Documents upon the terms and conditions therein (including pursuant to Section 12.03 of the Existing CreditAgreement) that expressly continue to apply to the Exiting Administrative Agent following the assignment under this Section 12.24(a)and (ii) the Administrative Agent does not assume, and shall not be obligated to pay, perform or discharge any claim, debt, obligation,expense or liability of the Exiting Administrative Agent of any kind, whether known or unknown, absolute or contingent, under theExisting Loan Documents or otherwise, arising out of any act or omission of the Exiting Administrative Agent occurring on or beforethe Effective Date. For the avoidance of doubt, the Exiting Administrative Agent is hereby discharged from its duties and obligations,in its capacity as administrative agent under the Existing Loan Documents and the Administrative Agent is vested with all the rightsand duties of the Exiting Administrative Agent under the Existing Loan Documents, as of the Effective Date. The assignments by theExiting Administrative Agent made and evidenced hereby are made AS IS, WHERE IS and WITHOUT RECOURSE ANDWITHOUT ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, except as expressly set forth in this Section 12.14(a). The ExitingAdministrative Agent represents and warrants to the Administrative Agent that, except as set forth in this Agreement, the ExitingAdministrative Agent has not sold, assigned or otherwise transferred its rights and interests under the Existing Loan Documents.

(b) As of the Effective Date and concurrently with the assignment under Section 12.24(a), the Exiting Administrative Agenthereby resigns as Administrative Agent under the Existing Credit Agreement pursuant to Section 11.06 of the Existing CreditAgreement. Pursuant to the express terms of Section 11.06 of the Existing Credit Agreement and Section 11.06 of this Agreement, theAdministrative Agent hereby succeeds to and is vested with all the rights, powers, privileges and duties of the Exiting AdministrativeAgent, and the Exiting Administrative Agent is hereby discharged from its duties and obligations under the Existing Loan Documents.The provisions of Article XI and Section 12.03 of the Existing Credit Agreement, and any other indemnity in favor of the ExitingAdministrative Agent contained in any Existing Loan Document that expressly continues in full force and effect following theresignation of the Exiting Administrative Agent, shall continue in effect for the benefit of the Exiting Administrative Agent in respectof any actions taken or omitted to be taken by it while it was acting as Administrative Agent under the Existing Credit Agreement andthe Existing Loan Documents. For the avoidance of doubt, the resignation of the Exiting Administrative Agent under thisSection 12.24(a) shall also be effective as its resignation as “Mortgagee”, “Beneficiary”, “Collateral Agent” and/or any other similarterm under the other Loan Documents.

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(c) The Exiting Administrative Agent and the Borrower hereby authorize the Administrative Agent to make any necessary filingsof record (including UCC-3 assignments) to reflect the assignment of the security interests and liens in favor of the ExitingAdministrative Agent to the Administrative Agent and the Exiting Administrative Agent agrees to execute, acknowledge and deliver tothe Administrative Agent, at Borrower’s sole cost and expense, such other releases, terminations, assignments, documents andinstruments as may be reasonably requested by the Borrower or the Administrative Agent from time to time, in form and substancereasonably acceptable to the Administrative Agent, to effectuate the intent of this Section 12.24.

Section 12.25 Assignment and Assumption of Assigned Interest.

(a) Each of the Exiting Lender, the Lenders, the Exiting Administrative Agent, and the Administrative Agent have agreed amongthemselves, in consultation with the Borrower, to effectuate an assignment and assumption, effective as of the Effective Date, withrespect to the Exiting Lender’s (a) rights and obligations in its capacity as the “Lender” under the Existing Credit Agreement and anyother documents or instruments delivered pursuant thereto (each as amended, restated, or otherwise modified from time to time, the“Existing Loan Documents”) to the extent related to all or any of such outstanding rights and obligations of the Exiting Lender underthe Existing Credit Agreement and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action andany other right of the Exiting Lender (in its capacity as the “Lender” under the Existing Loan Documents) against any Person, whetherknown or unknown, arising under or in connection with the Existing Loan Documents or in any way based on or related to any of theforegoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related tothe rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant toclauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove PNCBank, National Association as the “Lender” under the Existing Loan Documents and to reallocate the “Commitments” (as defined inthe Existing Credit Agreement, the “Existing Commitments”) and the “Loans” (as defined in the Existing Credit Agreement, the“Existing Loans”) to the Lenders. As such, the Exiting Lender hereby irrevocably sells and assigns to Lenders, WITHOUTRECOURSE AND WITHOUT REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, STATUTORY OROTHERWISE, except as expressly provided below, and each Lender hereby irrevocably purchases and assumes from Exiting Lender,subject to the terms of this Section, the Assigned Interests. Each Exiting Lender shall, to the extent provided in this Section, on theEffective Date, relinquish its rights and be released from its obligations under the Existing Credit Agreement, provided that nothingcontained herein shall release the Borrower or any other Loan Party from any indemnity in favor of the Exiting Lender to the extentsuch indemnity would otherwise expressly continue to apply to any Indemnitee under the Existing Loan Documents followingassignment of its interest in the Assigned Interests. The Borrower hereby represents and warrants to each of the Exiting Lender, theLenders, the Exiting Administrative Agent, and

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the Administrative Agent that, as of the Effective Date, there are no Letters of Credit (as defined in the Existing Credit Agreement)issued under the Existing Credit Agreement that are outstanding. The parties hereto hereby consent to the Exiting Lender’s assignmentof the Assigned Interests to the Lenders and the assumption by the Lenders of such Assigned Interests and the reallocation of theExisting Commitments and the Existing Loans in accordance with this Section 12.25. Exiting Lender hereby makes the representationsand warranties applicable to an Assignor and each Lender hereby makes the representations and warranties applicable to an Assignee,in each case under Annex 1 to the form of Assignment and Assumption attached as Exhibit G to the Existing Credit Agreement as ifsuch representations and warranties were set forth fully herein.

(b) To settle the foregoing assignments among the Exiting Lender and the Lenders, and as a condition precedent to the occurrenceand effectiveness of Sections 12.24 and 12.25:

(i) subject to the terms and conditions in this Agreement, on the Effective Date, each Lender shall make a Loan in anamount equal to its pro rata share of the outstanding principal amount of the Existing Loans;

(ii) to effect the purchase of the Assigned Interests by the Lenders from the Exiting Lender,

(A) the Administrative Agent shall promptly after receipt of the proceeds of such Loans transfer in immediatelyavailable funds to the Exiting Administrative Agent an amount equal to the amount of such proceeds; and

(B) the Exiting Administrative Agent shall promptly after receipt from the Administrative Agent of the proceeds ofthe Loans transfer in immediately available funds to the Exiting Lender its share of such Loan proceeds;

(iii) on the Effective Date, the Borrower shall transfer in immediately available funds to the Exiting Administrative Agentall accrued, but unpaid interest, fees and other amounts payable under the Existing Credit Agreement; and

(iv) the Exiting Administrative Agent shall promptly after receipt from the Borrower transfer in immediately available fundsto the Exiting Lender its share of the accrued, but unpaid interest, fees and other amounts payable under the Existing CreditAgreement and retain for its own account any amounts received from the Borrower and payable to the Exiting AdministrativeAgent; provided, however, that the Exiting Lender hereby waives any right to receive any payments under Section 5.02 of theExisting Credit Agreement as a result of the payments made pursuant to this Section 12.25;

(c) The parties hereto hereby waive any variances between this Section and the form of Assignment and Assumption attached asExhibit G to the Existing Credit Agreement, and the Exiting Administrative Agent and Administrative Agent agree to

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waive the processing and recordation fee set forth in Section 12.04(b)(ii)(C) of the Existing Credit Agreement and of this Agreement,and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of whichare hereby waived).

(d) Simultaneously with the effectiveness of this Agreement, after giving effect to the assignments and assumptions of theAssigned Interests described above, the Commitment of each Lender shall be as set forth on Annex I attached hereto and the amount ofall outstanding Loans and participations in Letters of Credit shall be reallocated among the Lenders in accordance with their respectiveCommitments.

(e) On the Effective Date, the Borrower, the other Loan Parties, the Administrative Agent and each Lender, for themselves andon behalf of their respective officers, directors, employees, and their respective successors and assigns, do hereby forever (a) release,discharge and acquit Exiting Lender and Exiting Administrative Agent, their respective parents, subsidiaries and affiliates, officers,directors, shareholders, employees, attorneys, agents, consultants and their respective predecessors, successors and assigns(collectively, the “Prior Lender Parties”), of and from any and all claims, demands, obligations, liabilities, indebtedness,responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, cause or causes of action (whetherat law or in equity), judgments, executions, debts, sums of money, accounts, compensations, contracts, controversies, promises,damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or character (collectively, “Claims”),whensoever arising and irrespective of how, why, or by reason of what facts, whether heretofore or now existing, held or alleged, orwhich could, might or may be claimed to exist, of whatever kind or nature, whether known or unknown, suspected or unsuspected,liquidated or unliquidated, matured or unmatured, fixed or contingent, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISINGWITH RESPECT TO THE NEGLIGENCE OF ANY PRIOR LENDER PARTY each as though fully set forth herein at length, whichin any way arise out of, are connected with or relate to the Existing Credit Agreement or any of the other Existing Loan Documents,the Prior Lender Parties’ acts or omissions thereunder, the loans and other financial accommodations made pursuant to and evidencedby the Existing Credit Agreement and the other Existing Loan Documents, or any and all collateral security for the SecuredObligations, and (b) agree not to bring any action in any judicial, administrative or other proceeding against the Prior Lender Parties, orany of them, alleging any such Claim. Notwithstanding the foregoing, the Borrower, the other Loan Parties, the Administrative Agentand each Lender do not release the Prior Lender Parties from any Claims arising solely from breaches by the Prior Lender Parties oftheir respective agreements under Section 12.24 and this Section 12.25 and any other assignment documents executed by the PriorLender Parties in connection with such agreements.

[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.

ROSEHILL OPERATING COMPANY, LLC, asBorrower

By: /s/ R. Craig Owen R. Craig Owen Chief Financial Officer

ROSEHILL RESOURCES INC., as RRI

By: /s/ R. Craig Owen R. Craig Owen Chief Financial Officer

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

JPMORGAN CHASE BANK, N.A.,as Administrative Agent and a Lender

By: /s/ Justin B. CrawfordName: Justin B. CrawfordTitle: Authorized Officer

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

CITIBANK, N.A.,as Syndication Agent and a Lender

By: /s/ Thomas SkipperName: Thomas SkipperTitle: Vice President

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

BMO HARRIS BANK N.A.,as Co-Documentation Agent and a Lender

By: /s/ Kevin UtseyName: Kevin UtseyTitle: Managing Director

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

SUNTRUST BANK,as Co-Documentation Agent and a Lender

By: /s/ John KovarikName: John KovarikTitle: Director

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

FIFTH THIRD BANK,as a Lender

By: /s/ Larry HayesName: Larry HayesTitle: Director

SIGNATURE PAGE

AMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

FOR THE SOLE PURPOSE OF AGREEING TO THETERMS OF SECTIONS 12.24 AND 12.25 HEREOF,SUBJECT TO THE CONDITIONS SET FORTHTHEREIN, AND FOR NO OTHER PURPOSESHEREUNDER:

PNC BANK, NATIONAL ASSOCIATION,as Exiting Administrative Agent and as Exiting Lender

By: /s/ Brett SchweikleName: Brett SchweikleTitle Senior Vice President

SIGNATURE PAGEAMENDED AND RESTATED CREDIT AGREEMENT (ROSEHILL)

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Aggregate Maximum Credit Amounts Name of Lender Applicable Percentage Maximum Credit Amount JPMorgan Chase Bank, N.A. 22.666666668% $ 113,333,333.34 Citibank, N.A. 21.333333334% $ 106,666,666.67 BMO Harris Bank N.A. 18.666666666% $ 93,333,333.33 SunTrust Bank 18.666666666% $ 93,333,333.33 Fifth Third Bank 18.666666666% $ 93,333,333.33

TOTAL: 100.0% $ 500,000,000.00

ANNEX I

Exhibit 10.2

EXECUTION VERSION

LIMITED CONSENT AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

This Limited Consent and First Amendment to Note Purchase Agreement (this “Amendment”), dated as of March 28, 2018 (the“Effective Date”), is among ROSEHILL OPERATING COMPANY, LLC , a Delaware limited liability company (the “Issuer”),ROSEHILL RESOURCES INC., a Delaware corporation (“RRI”), U.S. BANK NATIONAL ASSOCIATION, as Agent (in suchcapacity, the “Agent”), and the financial institutions party hereto as Holders.

R E C I T A L S:

A. The Issuer, the Holders and the Agent are parties to a Note Purchase Agreement dated as of December 8, 2017 (the “Existing NotePurchase Agreement,” as amended, restated, modified or supplemented from time to time, including by this Amendment, the “NotePurchase Agreement”).

B. The Issuer has requested, and the Agent and the Holders have agreed, subject to the terms hereof, to certain amendments ormodifications to the terms of the Note Purchase Agreement as more fully set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the NotePurchase Agreement.

Section 2. Limited Consent. On the Effective Date, for purposes of Section 9.23(a) of the Note Purchase Agreement, the Holderssignatory hereto hereby consent to the amendments, modifications and transactions to the First Lien Credit Agreement and First LienCollateral Documents (each as in effect immediately prior to the Effective Date) contemplated by that certain Amended and Restated CreditAgreement, by and among, the Issuer, RRI, the lenders party thereto and JPMorgan Chase Bank, National Association, as administrativeagent (the “Amended & Restated RBL Credit Agreement”).

Section 3. Amendments to Existing Note Purchase Agreement. On the Effective Date, the Note Purchase Agreement, but excluding allother existing Schedules and Exhibits (which shall remain unchanged), shall be amended in its entirety to read as set forth on the attachedExhibit A hereto.

Section 4. Effectiveness. Upon the satisfaction of the following conditions precedent, this Amendment shall become effective as ofthe Effective Date:

(a) the Agent shall have received counterparts to this Amendment duly executed by a duly authorized officer of the Issuer andeach Holder;

(b) the Agent shall have received a certificate of a Responsible Officer of each Note Party and RRI setting forth (i) resolutions ofits board of directors or other appropriate governing body with respect to the authorization of such Note Party or RRI to execute anddeliver the Amendment and Note Documents to which it is a party and to enter into the transactions contemplated in therein includingthe incurrence of the Second Lien Notes and the Series B Preferred Equity Issuance, (ii) the officers of such Note Party or RRI, asapplicable, (y) who are authorized to sign the Amendment to which such Note Party or RRI is a party and (z) who will, until replacedby another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents andgiving notices and other communications in connection with this Amendment and the transactions contemplated hereby, (iii) specimensignatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws or other

LIMITED CONSENT AND FIRST AMENDMENT – Page 1

applicable Organizational Documents of such Note Party or RRI, as applicable, certified as being true and complete. The Agent and theHolders may conclusively rely on such certificate until the Agent receives notice in writing from such Note Party or RRI, as applicable,to the contrary;

(c) the Agent shall have received a duly executed copy of the Amended & Restated RBL Credit Agreement, in form andsubstance satisfactory to the Requisite Purchasers, which such Amended & Restated RBL Credit Agreement shall, substantiallycontemporaneous herewith, be fully effective;

(d) the Agent shall have received such other certificates, documents, instruments and agreements as the Requisite Holders shallreasonably request;

(e) the Agent shall have received reimbursement for all of its reasonable out-of-pocket costs and expenses incurred by it inconnection with this Amendment and any other documents prepared in connection herewith, that have been invoiced one (1) BusinessDay prior to the Effective Date, including, without limitation, the reasonable fees, charges and disbursements of counsel to the Agent;

(f) the representations and warranties of Issuer and each other Note Party contained in the Note Purchase Agreement and the otherNote Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified bymateriality, in which case they shall be true and correct in all respects) as of the Effective Date, except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects(except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in allrespects) as of such earlier date; and

(g) no Default or Event of Default has occurred and is continuing.

Section 5. Representations and Warranties. Before and after the Effective Date, the Issuer hereby confirms that (a) the representationsand warranties of Issuer and each other Note Party contained in the Note Purchase Agreement and the other Note Documents are true andcorrect in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case theyshall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, inwhich case they shall be true and correct in all material respects (except to the extent such representations and warranties are qualified bymateriality, in which case they shall be true and correct in all respects) as of such earlier date, and (b) no Default or Event of Default shallhave occurred and be continuing. The execution, delivery, and performance by the Issuer of this Amendment and compliance with theterms and provisions hereof have been duly authorized by all requisite action on the part of Issuer and do not violate any contractual orother obligation by which Issuer is bound that could reasonably be expected to result in a Material Adverse Effect.

Section 6. Effect of Amendment; Ratification of Note Documents. Except as expressly set forth in this Amendment, the terms,provisions, conditions and covenants of the Note Purchase Agreement and the other Note Documents remain in full force and effect and arehereby ratified and confirmed, and the execution, delivery and performance of this Amendment shall not in any manner operate as a waiverof, consent to or amendment of any other term, provision, condition or covenant of the Note Purchase Agreement or any other NoteDocument. Without limiting the generality of the foregoing, nothing in this Amendment shall be deemed (i) to constitute a waiver ofcompliance or consent to noncompliance by any of the Obligated Parties to, or an amendment of, any other term, provision, condition orcovenant of the Note Purchase Agreement or other Note Documents, other than as specifically set forth herein; or (ii) to LIMITED CONSENT AND FIRST AMENDMENT – Page 2

prejudice any right or remedy that the Agent or the Holders may now have or may have in the future under or in connection with the NotePurchase Agreement or any other Note Document. Upon the effectiveness of this Amendment, each reference in the Note PurchaseAgreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Note Purchase Agreement, asamended hereby. This Amendment shall constitute a Note Document for all purposes. Issuer acknowledges that on the date hereof alloutstanding Obligations are payable in accordance with their terms, and Issuer waives any defense, offset, counterclaim or recoupment withrespect thereto.

Section 7. Incorporation of Certain Provisions by Reference. The provisions of Section 12.09 of the Note Purchase Agreementcaptioned “Governing Law; Jurisdiction; Consent to Service of Process” are incorporated herein by reference for all purposes.

Section 8. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties heretoin separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when takentogether shall constitute but one and the same instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto)signed and transmitted by any Person party hereto to the Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to betreated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and thecounterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on anoriginal document.

Section 9. Holders’ Authorization to Agent. By their execution hereof, each of the Holders hereby authorizes and directs the Agent toexecute and deliver this Amendment. Each Holder, by delivering its signature page to this Agreement, shall be deemed to haveacknowledged receipt of, and consented to and approved, each document required to be approved by the Agent, Requisite Holders or theHolders, as applicable, as a condition to the effectiveness of this Amendment.

Section 10. Entirety. This Amendment and all of the other Note Documents embody the entire agreement between the parties. THISAMENDMENT AND ALL OF THE OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIESAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Remainder of page intentionally left blank. Signature Pages follow.] LIMITED CONSENT AND FIRST AMENDMENT – Page 3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respectiveproper and duly authorized officers as of the day and year first above written.

ISSUER: ROSEHILL OPERATING COMPANY, LLC By: /s/ R. Craig OwenName: R. Craig OwenTitle: Chief Financial Officer

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

RRI: ROSEHILL RESOURCES INC. By: /s/ R. Craig OwenName: R. Craig OwenTitle: Chief Financial Officer

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

AGENT: U.S. BANK NATIONAL ASSOCIATION, as Agent By: /s/ Laurel A. Melody CasasantaName: Laurel A. Melody CasasantaTitle: Vice President

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

HOLDERS:

EIG HOLDINGS PARTNERSHIP (DIREWOLF), L.P., as a Holder

By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel

EIG ENERGY FUND XVI, L.P., as a Holder

By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel EIG ENERGY FUND XVI-B, L.P., as a Holder By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

EIG ENERGY FUND XVI-E, L.P., as a Holder By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel EIG-KEATS ENERGY PARTNERS, L.P., as a Holder By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel

EIG-GATEWAY DIRECT INVESTMENTS (DIREWOLF), L.P., asa Holder

By: EIG Management Company, LLC Its: Manager By: /s/ Patrick Hickey Name: Patrick Hickey Title: Managing Director By: /s/ Kathleen Turner Name: Kathleen Turner Title: Associate Counsel

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

TRILOMA EIG ENERGY INCOME FUND, as a Holder By: /s/ Deryck Harmer Name: Deryck Harmer Title: President TRILOMA EIG ENERGY INCOME FUND - TERM I, as a Holder By: /s/ Deryck Harmer Name: Deryck Harmer Title: President

LIMITED CONSENT AND FIRST AMENDMENT – Signature Page

EXHIBIT A

ROSEHILL OPERATING COMPANY, LLC

SENIOR SECURED SECOND LIEN NOTES DUE 2023

$100,000,000 NOTE PURCHASE AGREEMENT

DATED AS OF DECEMBER 8, 2017

Table of Contents Page ARTICLE I Definitions and Accounting Matters 1

Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 [Reserved] 29 Section 1.04 Terms Generally; Rules of Construction 29 Section 1.05 Accounting Terms and Determinations; GAAP 29

ARTICLE II PURCHASE OF THE NOTES 30 Section 2.01 Note Purchase 30 Section 2.02 The Notes 30 Section 2.03 Request for Notes 30 Section 2.04 Evidence of Debt; Register; the Holder’s Books and Records; Notes 31

ARTICLE III Payments of Principal and Interest; Prepayments; Fees 31 Section 3.01 Repayment of the Notes 31 Section 3.02 Interest; Fees 31 Section 3.03 Voluntary Prepayments 33 Section 3.04 Mandatory Prepayments 33 Section 3.05 Application of Payments 38 Section 3.06 General Provisions Regarding Payments 38

ARTICLE IV Payments; Pro Rata Treatment; Sharing of Set-offs 40 Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs 40 Section 4.02 [Reserved] 40 Section 4.03 [Reserved] 41 Section 4.04 Disposition of Proceeds 41

ARTICLE V Increased Costs; Taxes 41 Section 5.01 Increased Costs 41 Section 5.02 [Reserved] 41 Section 5.03 Taxes 41

ARTICLE VI Conditions Precedent 44 Section 6.01 Effective Date 44

ARTICLE VII Representations and Warranties 48 Section 7.01 Organization; Powers 48 Section 7.02 Authority; Enforceability 48 Section 7.03 Approvals; No Conflicts 48 Section 7.04 Financial Condition; No Material Adverse Change 49 Section 7.05 Litigation 49 Section 7.06 Environmental Matters 49 Section 7.07 Compliance with the Laws and Agreements; No Defaults 50 Section 7.08 Investment Company Act 51 Section 7.09 Taxes 51 Section 7.10 ERISA 51 Section 7.11 Disclosure; No Material Misstatements 52

i

Section 7.12 Insurance 52 Section 7.13 Restriction on Liens 52 Section 7.14 Note Parties 52 Section 7.15 Foreign Operations 52 Section 7.16 Location of Business and Offices 52 Section 7.17 Properties; Defensible Title, Etc. 53 Section 7.18 Maintenance of Properties 53 Section 7.19 Gas Imbalances; Prepayments 54 Section 7.20 Marketing of Production 54 Section 7.21 Security Instruments 54 Section 7.22 Swap Agreements and Eligible Contract Participant 54 Section 7.23 Use of Proceeds 55 Section 7.24 Solvency 55 Section 7.25 Anti-Corruption Laws; Sanctions; OFAC 55 Section 7.26 EEA Financial Institution 55 Section 7.27 Private Offering 55

ARTICLE VIII Affirmative Covenants 56 Section 8.01 Financial Statements; Other Information 56 Section 8.02 Notices of Material Events 59 Section 8.03 Existence; Conduct of Business 60 Section 8.04 Payment of Obligations 60 Section 8.05 Performance of Obligations under Note Documents 60 Section 8.06 Operation and Maintenance of Properties 60 Section 8.07 Insurance 61 Section 8.08 Books and Records; Inspection Rights 61 Section 8.09 Compliance with Laws 61 Section 8.10 Environmental Matters 61 Section 8.11 Further Assurances 62 Section 8.12 Reserve Reports 63 Section 8.13 Title Information 64 Section 8.14 Additional Collateral; Additional Guarantors 64 Section 8.15 ERISA Compliance 66 Section 8.16 Account Control Agreements; Location of Proceeds of the Notes 66 Section 8.17 EEA Financial Institution 66 Section 8.18 Minimum Hedging Volumes 66

ARTICLE IX Negative Covenants 67 Section 9.01 Financial Covenant 67 Section 9.02 Debt 67 Section 9.03 Liens 69 Section 9.04 Restricted Payments 69 Section 9.05 Investments, Loans and Advances 70 Section 9.06 Nature of Business; No International Operations 72 Section 9.07 Proceeds of the Notes 72 Section 9.08 ERISA Compliance 72 Section 9.09 Sale or Discount of Receivables 73 Section 9.10 Mergers, Etc. 73 Section 9.11 Sale of Properties and Termination of Hedging Transactions 73 Section 9.12 Sales and Leasebacks 74 Section 9.13 Environmental Matters 75

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Section 9.14 Transactions with Affiliates 75 Section 9.15 Negative Pledge Agreements; Dividend Restrictions 75 Section 9.16 Take-or-Pay or Other Prepayments 75 Section 9.17 Swap Agreements 75 Section 9.18 Amendments to Organizational Documents and Material Contracts 76 Section 9.19 Changes in Fiscal Periods 77 Section 9.20 No Subsidiaries 77 Section 9.21 Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents 77 Section 9.22 Marketing Activities 77 Section 9.23 Amendments to Senior Debt; Collateral; Borrowing Base 77 Section 9.24 Negative Pledge; Restrictions on Guarantees 78

ARTICLE X Events of Default; Remedies 78 Section 10.01 Events of Default 78 Section 10.02 Remedies 80

ARTICLE XI The Agent 82 Section 11.01 Appointment; Powers 82 Section 11.02 Duties and Obligations of the Agent 82 Section 11.03 General Immunity 82 Section 11.04 Action by the Agent 85 Section 11.05 The Holders’ Representations, Warranties and Acknowledgement 86 Section 11.06 Successor Agent 86 Section 11.07 Security Instruments 87 Section 11.08 Posting of Approved Electronic Communications 87 Section 11.09 Agent May File Proofs of Claim 88 Section 11.10 Intercreditor Agreement 89

ARTICLE XII Miscellaneous 89 Section 12.01 Notices 89 Section 12.02 Waivers; Amendments 89 Section 12.03 Expenses, Indemnity; Damage Waiver 90 Section 12.04 Successors and Assigns 93 Section 12.05 Survival; Revival; Reinstatement 96 Section 12.06 Counterparts; Integration; Effectiveness 97 Section 12.07

Severability

97 Section 12.08 Right of Setoff 97 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS 98 Section 12.10 Headings 99 Section 12.11 Confidentiality 99 Section 12.12 Interest Rate Limitation 100 Section 12.13 [Reserved] 101 Section 12.14 No Third Party Beneficiaries 101 Section 12.15 EXCULPATION PROVISIONS 101 Section 12.16 USA Patriot Act Notice 101 Section 12.17 Flood Insurance Provisions 101 Section 12.18 Releases 101 Section 12.19 Disclosure 102 Section 12.20 Appointment for Perfection 102

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Section 12.21 Advertising and Publicity 102 Section 12.22 Acknowledgement and Admissions 102 Section 12.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 103 Section 12.24 Transferability of Securities; Restrictive Legend 103 Section 12.25 Replacement of Notes 104

ARTICLE XIII REPRESENTATIONS OF HOLDERS 104 Section 13.01 Organization and Standing 104 Section 13.02 Authorization; Enforceability 104 Section 13.03 Investment 104 Section 13.04 Accredited Investor 105 Section 13.05 No Resale or Repurchase 105 Section 13.06 Private Placement 105 Section 13.07 Knowledge and Experience 105 Section 13.08 No Materials 105 Section 13.09 Transfer Restrictions 105 Section 13.10 Offer and Sales Only in Certain Circumstances 106 Section 13.11 Subsequent Purchaser Notification 106 Section 13.12 No Plan Assets 106

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ANNEXES, EXHIBITS AND SCHEDULES Annex I CommitmentsAnnex II Notice AddressesExhibit A Form of NoteExhibit B Form of Note Purchase NoticeExhibit C Form of Change in Control Election NoticeExhibit D Form of Compliance CertificateExhibit E Form of Solvency CertificateExhibit F Security InstrumentsExhibit G Form of Assignment AgreementExhibit H-1 Form of U.S. Tax Compliance Certificate

(Non-U.S. Holders; non-partnerships)Exhibit H-2 Form of U.S. Tax Compliance Certificate

(Foreign Participants; non-partnerships)Exhibit H-3 Form of U.S. Tax Compliance Certificate

(Foreign Participants; partnerships)Exhibit H-4 Form of U.S. Tax Compliance Certificate

(Non-U.S. Holders; partnerships)Exhibit I Form of MortgageExhibit J Form of Intercreditor AgreementSchedule 1.01 Existing LiensSchedule 7.05 LitigationSchedule 7.06 Environmental MattersSchedule 7.12 InsuranceSchedule 7.14 Note PartiesSchedule 7.19 Gas ImbalancesSchedule 7.20 Marketing of ProductionSchedule 7.22 Swap AgreementsSchedule 9.05 InvestmentsSchedule 12.11 Compliance Personnel

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THIS NOTE PURCHASE AGREEMENT dated as of December 8, 2017, is among ROSEHILL OPERATING COMPANY,LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), ROSEHILL RESOURCESINC., a Delaware corporation (the “RRI”), each of the Holders from time to time party hereto and U.S. BANK NATIONALASSOCIATION, as agent and collateral agent for the Holders (in such capacity, together with its successors in such capacity, the“Agent”).

R E C I T A L S

In consideration of the mutual covenants and agreements contained herein and the Notes to be purchased by the Holders, and forother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree 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:

“Accepting Holders” has the meaning assigned to such term in Section 3.04(e).

“Account” means any securities, commodities, demand, time, savings, passbook or other deposit account maintained with a bank orother financial institution.

“Account Control Agreement” means an agreement which grants the Agent, for the benefit of the Secured Parties, “control” asdefined in the Uniform Commercial Code in effect in the applicable jurisdiction over the applicable Account, in form and substancereasonably acceptable to the Agent and the Requisite Holders.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,Controls or is Controlled by or is under common Control with the Person specified.

“Agent” has the meaning set forth in the preamble hereto.

“Agent Fee Letter” means that certain Fee Letter dated as of November 17, 2017 between the Issuer and the Agent.

“Agent’s Account” means an account designated by the Agent from time to time as the account into which Note Parties shall make allpayments to the Agent for the benefit of the Agent and the Holders under this Agreement and the other Note Documents.

“Agent’s Office” means the “Agent’s Office” as set forth on Annex II or such other office as the Agent may from time to timedesignate in writing to the Issuer and each Holder.

“Aggregate Amounts Due” has the meaning assigned to such term in Section 4.01(c).

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“Aggregate Change in Control Redemption Amount” has the meaning assigned to such term in Section 3.04(f)(ii)(A).

“Agreement” means this Note Purchase Agreement, including the Schedules and Exhibits hereto, as the same may be amended,modified, supplemented, restated, replaced or otherwise modified from time to time.

“Annualized EBITDAX” means (a) for the fiscal quarter ending on March 31, 2018, the sum of EBITDAX for the fiscal quartersended December 31, 2017 and March 31, 2018 multiplied by two, (b) for the fiscal quarter ending on June 30, 2018, the sum of EBITDAXfor the fiscal quarters ended December 31, 2017, March 31, 2018 and June 30, 2018 multiplied by one and one-third, and (c) for the fiscalquarter ending on September 30, 2018 and for each fiscal quarter thereafter ending on the last day of the fiscal quarter immediatelypreceding the date of determination for which financial statements are available, EBITDAX as of the four quarter period most recentlyended.

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

“Applicable Office” means an office through which a Holder’s investment in any Note is made.

“Applicable Rate” has the meaning assigned to such term in Section 3.02(a).

“Approved Counterparty” means, with respect to any Swap Agreement (a) any First Lien Lender or any Affiliate of a First LienLender, (b) any other Person whose long term senior unsecured debt rating at the time a particular Swap Agreement transaction is enteredinto is A or A2 by S&P or Moody’s (or their equivalent), respectively, or higher or (c) any other Person consented to by the RequisiteHolders (such consent not to be unreasonably withheld, conditioned or delayed), in each case, at the time the applicable Swap Agreement(or any transaction thereunder) is entered into.

“Approved Petroleum Engineers” means (a) Ryder Scott Company Petroleum Consultants, L.P., and (b) any other independentpetroleum engineers proposed by the Issuer and reasonably acceptable to the Requisite Holders (provided that any independent reserveengineer acceptable to the First Lien Administrative Agent shall be deemed acceptable to the Requisite Holders).

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

“Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, license, transfer orother disposition to, or any exchange of property with, any Person, in one transaction or a series of related transactions, of all or any part ofany Person’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether nowowned or hereafter acquired, including the Equity Interest owned by such Person (in each case of the foregoing, excluding any CasualtyEvent); provided, that any such transaction generating net proceeds of $10,000 or less shall not constitute an Asset Sale hereunder.

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

“Assignment Agreement” means an Assignment Agreement entered into by a Holder and an Assignee (with the consent of any partywhose consent is required by Section 12.04(b)), and accepted by the Agent, substantially in the form of Exhibit G or any other formapproved by the Requisite Holders.

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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority inrespect of any liability 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 theEuropean Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to timewhich is described in the EU Bail-In Legislation Schedule.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successorstatute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, orhas had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with thereorganization or liquidation of its business appointed for it, or, in the good faith determination of the Requisite Holders, has taken anyaction in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that aBankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person bya Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity fromthe jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits suchPerson (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made bysuch Person.

“Base Series B Preferred Shares” means “Base Series B Preferred Shares” as defined in the Series B Redeemable Preferred StockPurchase Agreement.

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

“Borrowing Base” means, at any particular time, the Dollar amount determined to be the “Borrowing Base” in accordance with theterms of the First Lien Credit Agreement (or any equivalent term in accordance with the terms of any applicable Permitted RevolverRefinancing First Lien Credit Agreement), including any redetermination or adjustment thereof in accordance with the terms of the FirstLien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable; provided that such Borrowing Baseis a conforming commercial banking borrowing base for oil and gas secured loan transactions, as determined by the First Lien Lenders, inaccordance with their customary oil and gas lending criteria as they exist at the particular time and in accordance with the First Lien CreditAgreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, including customary mechanisms for periodicredeterminations thereof (it being acknowledged and agreed that the Borrowing Base determined in accordance with the First Lien CreditAgreement as in effect on the First Amendment Effective Date satisfies such standard).

“Borrowing Base Deficiency” occurs if at any time the total Revolving Credit Exposures exceeds the Borrowing Base then in effect.The amount of any Borrowing Base Deficiency at such time is the amount by which the total Revolving Credit Exposures of all First LienLenders at such time exceeds the Borrowing Base in effect at such time.

“Borrowing Base Properties” means the Oil and Gas Properties of the Note Parties included in the Initial Reserve Report andthereafter in the most recently delivered Reserve Report delivered pursuant to Section 8.12.

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“Business Combination Agreement” means the Business Combination Agreement by and among RRI and Tema, dated as ofDecember 20, 2016 (as amended prior to April 27, 2017).

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas or NewYork, New York are authorized or required by law to remain closed.

“Called Principal” means, with respect to any Note, the amount of principal of such Note that is to be prepaid pursuant to Section 3.03or Section 3.04 or has become or is declared to be immediately due and payable pursuant to Section 10.02, the context requires.

“Capital Leases” means, in respect of any Person, all leases that are or should be, in accordance with GAAP, recorded as capitalleases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. Any lease that wastreated as an operating lease under GAAP at the time it was entered into that later becomes a capital lease as a result of a change in GAAPduring the life of such lease, including any renewals, shall be treated as an operating lease for all purposes under this Agreement, and anylease that was treated as a capital lease under GAAP at the time it was entered into that later becomes an operating lease as a result of achange in GAAP during the life of such lease, including any renewals, shall be treated as a capital lease for all purposes under thisAgreement.

“Cash” means money, currency or a credit balance in any demand or deposit account.

“Cash Equivalents” means, at any date, Investments permitted under Sections 9.05(c)-9.05(f).

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domainor by condemnation or similar proceeding of, any Property of the Issuer or any of its Subsidiaries; provided, that any such event generatingnet proceeds of $10,000 or less shall not constitute a Casualty Event hereunder.

“Change in Control” means (a) RRI, or the Intermediate Holdco (if applicable), shall cease to be the sole managing member of theIssuer, (b) RRI, directly or indirectly (through the Intermediate Holdco (if applicable)), shall cease to Control the Issuer, (c) the acquisitionof ownership, directly or indirectly, beneficially or of record, by any Person or group, other than Permitted Holders, (within the meaning ofthe Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests representingmore than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of RRI, (d) theoccupation of a majority of the seats (other than vacant seats) on the board of directors of RRI by Persons who were not (i) directors of RRIon the date of this Agreement or nominated by the board of directors of RRI or (ii) appointed by directors so nominated or (e) theoccurrence of any “change in control” or equivalent term under (i) any Material Indebtedness, (ii) or the Tax Receivables Agreement or(iii) documents governing any of RRI’s Equity Interests.

“Change in Control Offer” has the meaning specified in Section 3.04(f)(ii).

“Change in Control Premium” means one percent (1.00%) of the principal amount of any Note redeemed, repurchased or repaidpursuant to Section 3.04(f).

“Change in Control Redemption Amount” has the meaning specified in Section 3.04(f)(ii)(A).

“Change in Control Redemption Date” has the meaning specified in Section 3.04(f)(ii)(C).

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“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any Law,(b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or(c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any GovernmentalAuthority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer ProtectionAct and all requests, rules, guidelines or directives thereunder or issued in connection therewith (whether or not having the force of Law)and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on BankingSupervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities (whether or not havingthe force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,adopted, issued, promulgated or implemented.

“Class A Common Stock” means the “Class A Common Stock” as defined in the Issuer LLC Agreement.

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

“Collateral” means all Property of the Note Parties, now owned or hereafter acquired, upon which a Lien is purported to be created byany Security Instrument (which shall not, in any event, include any Excluded Assets).

“Commitments” means, as to any Holder, the commitment of such Holder to purchase Notes in the manner set forth in Section 2.01.“Commitments” means such commitments of all the Holders in the aggregate. The amount of each Holder’s Commitment is set forth onAnnex I.

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

“Common Units” means the “Common Units” as defined in the Issuer LLC Agreement.

“Communications” as defined in Section 11.08(a).

“Compliance Certificate” shall have the meaning set forth in Section 8.01(c).

“Confidential Information” has the meaning assigned to such term in Section 12.11(a).

“Consolidated Net Income” means with respect to the Issuer and the Consolidated Subsidiaries, for any period, the aggregate of thenet income (or loss) of the Issuer and the Consolidated 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 (to the extent otherwise included therein) thefollowing: (a) the net income of any Person in which the Issuer or any Consolidated Subsidiary has an interest (which interest does notcause the net income of such other Person to be consolidated with the net income of the Issuer and the Consolidated Subsidiaries inaccordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by suchother Person to the Issuer or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) during such period of anyConsolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by thatConsolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or GovernmentalRequirement applicable to such Consolidated Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance withGAAP; (c) the net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of suchtransaction; (d) any extraordinary non-cash gains or losses during such

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period; (e) non-cash gains or losses under FASB ASC Topic 815 resulting from the net change in mark to market portfolio of commodityprice risk management activities during that period; and (f) any gains or losses attributable to writeups or writedowns of assets, includingceiling test writedowns.

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of aPerson, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and withoutlimiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the Equity Interests having ordinaryvoting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) willbe deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Party” means the Agent or any Holder.

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed moneyor evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whethercontingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accruedexpenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services that are more than ninety(90) days past the date of invoice other than those which are being contested in good faith by appropriate action and for which adequatereserves have been maintained in accordance with GAAP; (d) all obligations of such Person under Capital Leases; (e) all obligations ofsuch Person under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which theholder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or notsuch Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person orin which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of thelesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations orundertakings of such Person to maintain or cause to be maintained the financial position or covenants of others and, to the extent enteredinto as a means of providing credit support for the obligations of others and not primarily to enable such Person to acquire any suchProperty, all obligations or undertakings of such Person to purchase the Debt or Property of others; (i) obligations to deliver commodities,goods or services, including Hydrocarbons, in consideration of one or more advance payments, made more than one month in advance ofthe month in which the commodities, goods or services are to be delivered other than (i) Swap Agreements and (ii) gas balancingarrangements in the ordinary course of business; (j) any Debt of a partnership for which such Person is liable either by agreement, byoperation of law or by a Governmental Requirement but only to the extent of such liability; (k) the obligation of such Person in respect ofDisqualified Capital Stock; and (l) the undischarged balance of any production payment created by such Person or for the creation of whichsuch Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the characterdescribed above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not includedas a liability of such Person under GAAP. Debt shall not include liabilities resulting from endorsements of instruments for collection in theordinary course of business.

“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 debtorrelief Laws of the United States or other applicable jurisdictions from time to time in effect.

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“Declining Holders” has the meaning assigned to such term in Section 3.04(e).

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

“Default Rate” means any interest payable pursuant to Section 3.02(c).

“Discharge of Priority Lien Obligations” means “Discharge of Priority Lien Obligations” as defined in the Intercreditor Agreement.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all RemainingScheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect tosuch Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that onwhich interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertibleor for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other thanother Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or isconvertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constituteDisqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of(a) the Maturity Date and (b) the date on which there are no Obligations hereunder outstanding and all of the Commitments are terminated;provided, however, that any Equity Interest of a Person that is issued with the benefit of provisions requiring a change in control offer to bemade for such Equity Interest in the event of a change in control of such Person will not be deemed to be Disqualified Capital Stock solelyby virtue of such provisions (so long as any such provisions are subject to the prior payment of any Obligations pursuant to Section 3.04(f)hereof).

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

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any state thereof orthe District of Columbia other than (i) a Subsidiary substantially all of the assets (directly or through its Subsidiaries) of which consist ofEquity Interests in a Foreign Subsidiary and (ii) a Subsidiary of a Foreign Subsidiary.

“EBITDAX” means, for any period, (a) the sum of Consolidated Net Income for such period plus the following expenses or chargesto the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) income and franchise taxes (including Texas margin orgross receipts taxes), (iii) depreciation, depletion, amortization, abandonment and exploration expenses, accretion and impairment of Oiland Gas Properties, (iv) the actual transaction costs, expenses, fees and charges of third parties that are incurred with respect to anyacquisition of Property, in an aggregate amount with respect to this clause (iv) not to exceed 5% of the total EBITDAX for such period(calculated without giving effect to this clause (iv) and (v) other similar noncash charges (including expenses relating to stock basedcompensation, hedging, ceiling test impairments, etc. and other non-cash charges resulting from the requirements of ASC 410, 718 and815) minus (b) all noncash income added to Consolidated Net Income. For the avoidance of doubt, EBITDAX shall not include anyunrealized mark-to-market hedging gains or losses. For the purposes of calculating EBITDAX for any period for any determination of thefinancial

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ratio contained in Section 9.01(a), if at any time during such period the Issuer or any Subsidiary shall have made any Material Dispositionor Material Acquisition, EBITDAX for such period shall be calculated after giving pro forma effect thereto as if such Material Dispositionor Material Acquisition had occurred on the first day of such period; provided that the calculations of such pro forma adjustments areacceptable to the Requisite Holders in their reasonable discretion.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision ofan EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described inclause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described inclauses (a) or (b) of this definition and is subject 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 authorityof any EEA Member 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 withSection 12.02).

“EIG” means one or more funds, accounts or Persons managed, advised, sub-advised by or affiliated with EIG ManagementCompany, LLC or its Affiliates.

“Eligible Assignee” means (a) any Holder and (b) any Related Fund or Affiliate of a Holder.

“Environmental Laws” means any and all Governmental Requirements pertaining in any way to health and safety (insofar as eithermay be affected by a Release of, or exposure to, Hazardous Materials) the environment, the preservation or reclamation of naturalresources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which theIssuer or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Issuer or any Subsidiary islocated, including, the Oil Pollution Act of 1990, as amended, the Clean Air Act, as amended, the Comprehensive Environmental,Response, Compensation, and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the OccupationalSafety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the SafeDrinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of1986, as amended, the Hazardous Materials Transportation Act, as amended, the Natural Gas Pipeline Safety Act of 1968, as amended, theHazardous Liquid Pipeline Safety Act of 1979, as amended, and other environmental conservation or protection GovernmentalRequirements.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficialinterests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof topurchase or acquire any such Equity Interest.

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“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 any Note Party 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 with respect to any Plan, (b) the withdrawal of the Issuer or any of its Subsidiaries orERISA Affiliates from a Plan during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA),(c) the filing of a notice of intent to terminate a Plan or the treatment of an amendment to such a Plan as a termination under Section 4041(c)of ERISA, (d) the institution by the PBGC of proceedings to terminate a Plan under Section 4042 of ERISA, (e) any event or condition(i) that provides a basis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of, or the appointment of a trustee to administer,any Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, or (f) the incurrence by theIssuer or any of its Subsidiaries or ERISA Affiliates of any liability with respect to the partial or complete withdrawal within the meaningof Sections 4203 and 4205 of ERISA, of the Issuer, any of its Subsidiaries or ERISA Affiliates from a Multiemployer Plan.

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

“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 being contested ingood faith by appropriate action and, in each case, for which adequate reserves have been maintained in accordance with GAAP;

(b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or publicliability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequatereserves have been maintained in accordance with GAAP;

(c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’,materialmen’s, construction or other like Liens arising by operation of law or otherwise in the ordinary course of business or incidentto the exploration, development, operation and maintenance of Oil and Gas Properties or Midstream Properties each of which is inrespect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequatereserves have been maintained in accordance with GAAP;

(d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil andgas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchangeof oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royaltyagreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferredproduction agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or othergeophysical permits or agreements, and other agreements which are usual and customary

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in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate actionand 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 any NoteParty or materially impair the value of such Property subject thereto;

(e) Liens arising solely by virtue of any statutory or common law provision or customary deposit account terms relating tobanker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with acreditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictionsagainst access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account isintended by any Note Party to provide collateral to the depository institution (other than pursuant to the Note Documents);

(f) zoning and land use requirements, easements, restrictions, servitudes, permits, conditions, covenants, exceptions orreservations in any Property of any Note Party for the purpose of roads, pipelines, transmission lines, transportation lines, distributionlines for the removal of gas, oil, coal or other minerals or timber, 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 monetary obligations and which in the aggregate do not materially impairthe use of such Property for the purposes of which such Property is held by any Note Party or materially impair the value of suchProperty subject thereto;

(g) Liens on Cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts,performance and return of money bonds, bids, trade contracts, asset sale agreements, leases, statutory obligations, regulatoryobligations and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowingof money;

(h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings whichmay have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which suchproceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced;

(i) royalties, overriding royalties, reversionary interests, production payments and similar lease burdens which (i) are customarilygranted in the ordinary course of business in the oil and gas industry, (ii) are deducted in the calculation of discounted present value inthe most recent Reserve Reports delivered to the Agent hereunder and (iii) with respect to each Oil and Gas Property, do not operate toreduce any Note Party’s net revenue interest in production for such Oil and Gas Property (if any) below such interests reflected in themost recent Reserve Report or increase the working interest for such Oil and Gas Property (if any) as reflected or warranted in the mostrecent Reserve Report without a corresponding increase in the corresponding net revenue interest;

(j) Liens to secure plugging and abandonment obligations;

(k) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinarycourse of business covering only the Property under such lease; and

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(l) Liens disclosed on Schedule 1.1 and renewals, refinancings and extensions thereof on substantially the same or better terms asin effect on the Effective Date and otherwise in compliance with this Agreement.

provided, further, that Liens described in clauses (a) through (d) shall remain “Excepted Liens” only for so long as no action to enforcesuch Lien has been commenced, and no intention to subordinate the first priority Lien granted in favor of the Agent and the Holders isto be hereby implied or expressed by the permitted existence of such Excepted Liens.

“Excess Proceeds” has the meaning assigned to such term in Section 3.04(a)(ii).

“Excess Tax Distributions” has the meaning assigned thereto in “Permitted Tax Distributions”.

“Excluded Accounts” means (a) any account exclusively used for payroll, payroll taxes, other employee wage and benefit payments toor for the benefit of any employees of any Note Party, (b) any account exclusively used as an escrow account or as a fiduciary or trustaccount or other account that a Note Party is contractually obligated, solely with respect to a transaction permitted under this Agreement, tosegregate from the other assets of the Note Parties, in each case, for the benefit of unaffiliated third parties, and (c) any other accounts tothe extent that the Cash or Cash Equivalent balance of all such other accounts does not at any time exceed $100,000 in the aggregate;provided that, to the extent that any such account is held with either the First Lien Administrative Agent or an Affiliate of the First LienAdministrative Agent, then such account shall not be deemed to be an “Excluded Account” for purposes of clause (c) above.

“Excluded Assets” means:

(a) any lease, license, contract, property right, agreement or other document of the Note Party to the extent that the grant of asecurity interest or other Lien by the Note Party hereunder in such lease, license, contract, property right, agreement or other documentis prohibited by any Law of a Governmental Authority; and

(b) any lease, license, contract, property right or agreement to which a Note Party is a party or any of its rights or intereststhereunder, including any license hereunder that, if and for so long as the grant of such security interest or other Lien or license wouldconstitute or result in the abandonment, termination pursuant to the terms of, or a breach or default under, any such lease, license,contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections9.406, 9.407, 9.408 or 9.409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicableLaw (including any Debtor Relief Law) or principles of equity); provided, however, that such security interest or other Lien shall attachimmediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to theextent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement that does notresult in any of the consequences specified above. So long as any property of a Note Party is excluded from the security interest orother Lien granted pursuant to the Security Instruments, such property shall be excluded from the term “Collateral” for all purposeshereunder and under any other Note Document; provided, further, that (i) no such lease, license, contract or agreement shall have beenentered into for the purpose of creating “Excluded Assets” under this clause (b) and (ii) the total fair market value of all Property withan individual fair market value in excess of $50,000 excluded under this clause (b) shall not exceed $2,000,000 in the aggregate at anytime.

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“Excluded Swap Obligation” means any obligation of any Guarantor to pay or perform under any Swap Agreement, if, and to theextent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such SwapAgreement (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) or any other applicable GovernmentalRequirement.

“Excluded Taxes” has the meaning assigned to such term in Section 5.03(b).

“Exposure” means, with respect to any Holder, as of any date of determination, the outstanding principal amount of the Notes held bysuch Holder.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that issubstantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretationsthereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practicesadopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connectionwith the implementation of the foregoing.

“Fee Letter” means that certain Fee Letter dated as of the Effective Date between the Issuer, EIG and the other parties named therein.

“Financial Officer” means, for any Person, the chief executive officer, chief financial officer, principal accounting officer, treasureror controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Issuer.

“First Amendment Effective Date” means March 28, 2018.

“First Lien Administrative Agent” means JPMorgan Chase Bank, N.A., as “Administrative Agent” under the First Lien CreditAgreement (or any successor thereto appointed pursuant to Section 11.05 of the First Lien Credit Agreement) or the administrative agentunder a Permitted Revolver Refinancing First Lien Credit Agreement, in each case subject to the requirements of Section 9.02(l).

“First Lien Collateral Documents” means the “Security Instruments” as defined in the First Lien Credit Agreement or any functionallyequivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

“First Lien Credit Agreement” means the Amended and Restated Credit Agreement, dated as of March 28, 2018, among the Issuer, asborrower, the First Lien Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, modified orsupplemented from time to time, in each case, subject to the Intercreditor Agreement and the terms hereof.

“First Lien Credit Facility” means the first lien reserve based revolving credit facility established pursuant to the First Lien CreditAgreement or any first lien reserve based credit facility established pursuant to a Permitted Revolver Refinancing First Lien CreditAgreement.

“First Lien Lender” means a “Lender” as defined in the First Lien Credit Agreement or any functionally equivalent term in aPermitted Revolver Refinancing First Lien Credit Agreement.

“First Lien Loan Documents” means the “Loan Documents” as defined in the First Lien Credit Agreement or any functionallyequivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

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“First Lien Secured Obligations” means all “Secured Obligations” (as defined in the First Lien Credit Agreement) or any functionallyequivalent term under a Permitted Revolver Refinancing First Lien Credit Agreement that describes obligations thereunder that are securedby a Lien on Collateral that is prior to the Liens on the Collateral securing Notes issued pursuant to this Agreement.

“First Offer” has the meaning assigned to such term in Section 3.04(e).

“First Offer Deadline” has the meaning assigned to such term in Section 3.04(e).

“Fiscal Quarter” means each fiscal quarter ending on the last day of each March, June, September and December.

“Fiscal Year” means each fiscal year of the Issuer and its Subsidiaries for accounting and tax purposes, ending on December 31 ofeach year.

“Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successorstatute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the NationalFlood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified from time to time,(d) the Flood Insurance Reform Act of 2004, and (e) the Biggert-Waters Flood Reform Act of 2012, and any regulations promulgatedthereunder.

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

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to theterms and conditions set forth in Section 1.05.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivisionthereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including anysupra-national bodies such as the European Union or the European Central Bank).

“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 orhereinafter in effect, of any Governmental Authority.

“Guarantors” means each Note Party that guarantees the Obligations pursuant to Section 8.14(b).

“Guaranty Agreement” means a Guaranty Agreement in form and substance acceptable to the Agent and the Requisite Holders madeby the Note Parties in favor of the Agent for the benefit of the Secured Parties, as the same may be amended, modified or supplementedfrom time to time.

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

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“Hedge Receipts” means any Cash received by or paid to or for the account of any Note Party pursuant to any final settlement,termination, unwinding or liquidation of any Swap Agreement in respect of commodities after giving effect to any netting agreements, andexcluding in any event any regularly scheduled settlement payments and any payments applied towards amounts outstanding under the FirstLien Credit Facility to (a) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiency or (b) payother amounts due under the First Lien Credit Facility.

“Hedge Termination” means any final settlement, termination, unwinding or liquidation of any Swap Agreement in respect ofcommodities, excluding in any event any regularly scheduled settlement payments; provided, that any such transaction generating netproceeds of $10,000 or less shall not constitute a Hedge Termination hereunder.

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

“Holders” means each Person listed on the signature pages hereto as a Holder, and any other Person that becomes a party thereto as aHolder pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto as a Holder pursuant to anAssignment Agreement.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas andmineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profitinterests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise indicatedherein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of the Issuer or any other Note Party, as thecontext may require.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseoushydrocarbons and all constituents, elements or compounds thereof and all products refined or separated therefrom.

“Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account ofany Obligation of any Note Party under any Note Document.

“Indemnitee” has the meaning assigned to such term in Section 12.03(b).

“Initial Reserve Report” means, collectively, the report of Ryder Scott Company Petroleum Consultants, L.P. with respect to the Oiland Gas Properties of the Note Parties dated as of June 30, 2017.

“Institutional Investor” means (a) any Holder of a Note on the Effective Date, (b) any bank, trust company, savings and loanassociation or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or anyother similar financial institution or entity, regardless of legal form, (c) any Related Fund or Affiliate of any Holder of any Note and (d) anyother Person that is a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act, as presently in effect).

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“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of December 8, 2017, by and among the Issuer, theother Note Parties, the Agent and the First Lien Administrative Agent, as such agreement may be amended, restated, supplemented orotherwise modified from time to time.

“Intermediate Holdco” means any direct or indirect wholly-owned Subsidiary of RRI created after the Effective Date solely to holdEquity Interests of the Issuer (directly or indirectly through its ownership of another Intermediate Holdco).

“Interest” has the meaning assigned to such term in Section 3.02(a).

“Interest Payment Date” means (a) each Quarterly Date and (b) the Maturity Date.

“Investment” means, for any Person: (a) the acquisition (whether for Cash, Property, services or securities or otherwise) of EquityInterests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at atime when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loanor capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt of or equity participation or interest in, orother extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding oragreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credithaving a term not exceeding ninety (90) days representing the purchase price of goods or services sold by such Person in the ordinarycourse of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes abusiness unit or any agreement to make any such acquisition; (d) the entering into of any guarantee of, or other contingent obligation(including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (withoutduplication) any amount committed to be advanced, lent or extended to such Person or (e) the purchase or acquisition of Oil and GasProperties.

“IRS” has the meaning assigned to such term in Section 5.03(e).

“Issuer” has the meaning set forth in the preamble hereto.

“Issuer LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of the Issuer,dated as of the date hereof and as in effect on the Effective Date.

“Issuer Preferred Units” means the Issuer Series A Preferred Units and the Issuer Series B Preferred Units.

“Issuer Series A Preferred Units” means the “Series A Preferred Units” as defined in the Issuer LLC Agreement and issued prior tothe Effective Date (or issued at any time as payment in kind), which shall at all times be issued and outstanding in a like number, and withsubstantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights, as theSeries A Preferred Stock of RRI.

“Issuer Series B Preferred Units” means the “Series B Preferred Units” as defined in the Issuer LLC Agreement, which shall at alltimes be issued and outstanding in a like number, and with substantially the same rights to dividends and distributions (includingdistributions upon liquidation) and other economic rights, as the Series B Redeemable Preferred Stock of RRI.

“January 1 Reserve Report” has the meaning assigned to such term in Section 8.12(a).

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“Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlementarrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.

“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 such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, andincluding but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditionalsale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil andGas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservationsthat burden Property to the extent they secure an obligation owed to a Person other than the owner of the Property. For the purposes of thisAgreement, the Note Parties shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional saleagreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested insome other Person in a transaction intended to create a financing.

“Make-Whole Amount” means, with respect to the Called Principal of any Note, an amount equal to the Discounted Value of theRemaining Scheduled Payments with respect to the Called Principal of such Note, provided that the Make-Whole Amount shall in no eventbe less than zero.

“Make-Whole Expiry Date” has the meaning assigned to such term in Section 3.06(g).

“Material Acquisition” means, at any time, any acquisition of Property or series of related acquisitions of Property (including by wayof merger or consolidation) that involves the payment of consideration by the Issuer and its Subsidiaries in excess of 5% of thethen-existing Borrowing Base.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have amaterial adverse effect on (a) the business, operations, Property, assets, liabilities (actual or contingent) or financial condition of the Issuerand the other Note Parties taken as a whole, (b) the ability of the Issuer or any other Note Party to perform any of its obligations under anyNote Document to which it is a party, (c) the validity or enforceability of any Note Document, or (d) the rights and remedies of or benefitsavailable to the Agent, any other Agent or any Holder under any Note Document.

“Material Disposition” means, at any time, any disposition of Property or series of related dispositions of Properties that yields grossproceeds to the Issuer or any of its Subsidiaries in excess of 5% of the then-existing Borrowing Base.

“Material Indebtedness” means Debt (other than the Notes), or obligations in respect of one or more Swap Agreements, of any one ormore of any Note Party in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the“principal amount” of the obligations of any Note Party in respect of any Swap Agreement at any time shall be the Swap TerminationValue.

“Maturity Date” means January 31, 2023.

“Midstream Properties” means all tangible and intangible Property used in (a) gathering, compressing, treating, processing andtransporting Hydrocarbons; (b) fractionating and transporting Hydrocarbons; (c) marketing Hydrocarbons; including, without limitation,gathering lines and gathering systems, pipelines and pipeline systems, storage facilities, liquid extraction plants, plant compressors,

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pumps, pumping units, field gathering systems, gas processing plants, saltwater disposal facilities; and (d) any other gathering,transportation, compression, storage, processing, treating, dehydration, fractionation, generation, disposal or other similar assets related tothe handling of Hydrocarbons, and together with surface leases, rights-of-way, easements and servitudes related to each of the foregoing.Unless otherwise specified herein, “Midstream Properties” shall be deemed to refer to such properties owned by the Issuer and itsSubsidiaries.

“Minimum Mortgage Requirements” has the meaning assigned to such term in Section 8.14(a).

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

“Mortgage” means the mortgages and deeds of trusts substantially in the form of Exhibit I or such other form reasonably satisfactoryto the Requisite Holders, as they may be amended, restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” means any Property owned by any Note Party 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, that is subject to Title IV of ERISAand to which the Issuer, a Subsidiary or an ERISA Affiliate is making or accruing an obligation to make contributions or was obligated tomake contributions within the last six (6) years.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (a) the sum of Cash payments and CashEquivalents received by the Issuer or any of its Subsidiaries from such Asset Sale (including any Cash or Cash Equivalents received byway of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), minus(b) any bona fide costs and expenses (including, without limitation, legal, accounting and investment banking fees, and sales commissions)incurred in connection with such Asset Sale, including income or gains Taxes paid or payable as a result of such Asset Sale (after takinginto account any available tax credits or deductions and any tax-sharing arrangements) or reserves taken in respect of Taxes and/or anyPermitted Tax Distributions arising as a result thereof, (c) a reasonable reserve for any indemnification payments (fixed or contingent)attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by the Issuer orany other Note Party in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall beconsidered Net Asset Sale Proceeds, (d) any other reasonable fees, costs and expenses payable by the Issuer or any other Note Party inconnection with such Asset Sale, (e) payments applied toward amounts outstanding under Debt (other than the Notes and First Lien CreditFacility) to the extent that it is secured by a Lien that is prior to the Lien created by the Security Instruments on the assets that are thesubject of such Asset Sale and which must be repaid as a result of such Asset Sale and (f) payments applied towards amounts outstandingunder the First Lien Credit Facility to (i) eliminate any Borrowing Base Deficiency, in an amount equal to such Borrowing Base Deficiencyor (ii) pay other amounts due under the First Lien Credit Facility.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or Cash proceeds received by the Issueror any of its Subsidiaries (i) under any casualty, business interruption or “key man” insurance policies in respect of any Casualty Event, or(ii) as a result of a Casualty Event constituting the taking of any assets of the Issuer or any of its Subsidiaries by any Person pursuant to thepower of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power directlyunder threat of such a taking in lieu thereof, minus (b)(i) any actual and reasonable costs incurred by the Issuer or any of its Subsidiaries inconnection with the adjustment or settlement of

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any claims of the Issuer or any of its Subsidiaries in respect thereof, (ii) amounts expended to repair and/or replace Property subject to suchCasualty Event, (iii) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (a)(ii) of thisdefinition, including income or gains Taxes paid or payable as a result thereof (after taking into account any available tax credits ordeductions and any tax-sharing arrangements) or reserves taken in respect of Taxes and/or any Permitted Tax Distributions arising as aresult thereof, (iv) payments applied to any Debt (other than the Notes) which is secured by a Lien upon any of the assets subject to suchCasualty Event and which much be repaid as a result of such Casualty Event, (v) payments applied toward amounts outstanding under Debt(other than the Notes and First Lien Credit Facility) to the extent that it is secured by a Lien that is prior to the Lien created by the SecurityInstruments on the assets that are the subject of such Casualty Event and which must be repaid as a result of such Casualty Event and(vi) payments applied towards amounts outstanding under the First Lien Credit Facility to (i) eliminate any Borrowing Base Deficiency, inan amount equal to such Borrowing Base Deficiency or (ii) pay other amounts due under the First Lien Credit Facility.

“Non-U.S. Holder” has the meaning assigned to such term in Section 5.03(e).

“Note Documents” means this Agreement, the Notes, the Security Instruments and all other certificates, documents, instruments oragreements executed and delivered by a Note Party for the benefit of the Agent or any Holder in connection herewith or pursuant to any ofthe foregoing. Any reference in this Agreement or any other Note Document to a Note Document shall include all appendices, exhibits andschedules thereto, and all amendments, restatements, waivers, supplements or other modifications thereto.

“Note Party” means the Issuer and each Guarantor.

“Note Purchase” means a purchase by the Holders of Notes pursuant to Section 2.01.

“Note Purchase Notice” means a written notice by the Issuer that it will issue Notes hereunder, which Note Purchase Notice (a) setsforth the principal amount of Notes to be issued, (b) contains the information required by Section 2.03 and (c) is substantially in the form ofExhibit B or such other form satisfactory to the Requisite Holders.

“Notes” means the notes of the Issuer described in Section 2.02 and being substantially in the form of Exhibit A, together with allamendments, modifications, replacements, extensions and rearrangements thereof (such term shall also include any such Notes insubstitution therefore pursuant to Section 12.25 of this Agreement).

“NYMEX Pricing” shall mean, as of any date of determination with respect to any month (i) for crude oil, the closing settlement pricefor the WTI Light, Sweet Crude Oil futures contract for each month, and (ii) for natural gas, the closing settlement price for the Henry HubNatural Gas futures contract for such month, in each case as published by New York Mercantile Exchange (NYMEX) on its websitecurrently located at www.nymex.com or any successor thereto (as such pricing may be corrected or revised from time to time by theNYMEX in accordance with its rules and regulations).

“Obligations” means all liabilities and obligations of every type of each Note Party from time to time owed to the Agent (includingany former Agent), the Holders, any Indemnitee, or any of them, in each case, under any Note Document to which it is a party, whether forprincipal, interest (including, without limitation, interest accruing at any post-default rate and interest accruing after the filing of anypetition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing orpost-petition interest is allowed in such proceeding), fees, expenses, penalties, make-whole amounts (including the Make-Whole Amount),repayment premiums (including the Repayment Fee), Change in Control premiums (including the Change in Control Premium),reimbursements, indemnification or otherwise and whether primary, secondary, direct, indirect, contingent, fixed or otherwise (includingobligations of performance) and all renewals, extensions and/or rearrangements of any of the above.

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“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with HydrocarbonInterests; (c) all presently existing or future unitization agreements, pooling agreements and declarations of pooled units and the unitscreated thereby (including all units created under orders, regulations and rules of any Governmental Authority) which may affect all or anyportion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contractsand agreements, which relate to any of the Hydrocarbon Interests or the production, sale, transportation, purchase, exchange or processingof Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced andsaved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues andother incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in anymanner 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 hereafter acquired and situated upon, used,held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property(excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purposeof drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings,structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plantsand pipeline systems and any related infrastructure to any thereof, 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 allof the foregoing; provided that the Oil and Gas Properties shall not include any “building” or “mobile home” (each as defined inRegulation H as promulgated by the Federal Reserve Board under the Flood Insurance Regulations). Unless otherwise indicated herein,each reference to the term “Oil and Gas Properties” means Oil and Gas Properties of the Issuer or any other Note Party, as the context mayrequire.

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation or designation andthe bylaws (or equivalent or comparable constitutive documents with respect to such corporation’s jurisdiction); (b) with respect to anylimited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to anypartnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization withthe applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles offormation or organization of such entity.

“Other Connection Taxes” means with respect to any Credit Party, Taxes imposed as a result of a present or former connectionbetween such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party 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, or enforced, any Note Document, or sold or assigned an interest in any Note or NoteDocument).

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise fromany payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of asecurity interest under, or otherwise with respect to, any Note Document, except any such Taxes that are Other Connection Taxes imposedwith respect to an assignment.

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

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

“Patriot Act” has the meaning assigned to such term in Section 12.16.

“Payment in Full” means (a) the irrevocable payment in full in Cash of all principal, interest (including interest accruing during thependency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidationproceeding) and premium, if any, on all Notes outstanding under this Agreement and (b) the irrevocable payment in full in Cash in respectof all other obligations or amounts that are outstanding under this Agreement (other than indemnity obligations for which notice ofpotential claim has not been given). “Paid in Full” has the correlative meaning thereto.

“PBGC” means the Pension Benefit Guaranty Corporation as defined in Title IV of ERISA, or any successor thereto.

“Permitted Equity Acquisition” means any acquisition by the Issuer or any Guarantor of any Equity Interests of another Person whichsatisfies and/or is conducted in accordance with the following requirements:

(a) such acquisition is of a business or Person that owns Oil and Gas Properties;

(b) the business or Person so acquired shall (x) become a wholly-owned direct Subsidiary of the Issuer or of a Guarantor and theIssuer or the applicable Guarantor shall cause such acquired business or Person to comply with Section 8.14 hereof or (y) provided thatthe Note Parties continue to comply with Section 8.03 hereof, be merged with and into the Issuer or such a Guarantor (and, in the caseof the Issuer, with the Issuer being the surviving entity); and

(c) after giving effect to such acquisition, the Issuer is in pro forma compliance with the Agreement.

“Permitted Holders” means (a) Tema, (b) KLR Energy Sponsor, LLC and (c) their respective Affiliates.

“Permitted Recipients” has the meaning assigned to such term in Section 12.11(a).

“Permitted Revolver Refinancing” means any Debt in the form of a first lien reserve based credit facility of the Issuer the netproceeds of which are used to refinance or replace a First Lien Credit Facility, in whole only, from time to time; provided that (a) thecovenant, default and remedy provisions of such Debt are not materially more restrictive to the Issuer and its Subsidiaries than thoseimposed by the First Lien Credit Agreement, unless such provisions are proposed by the Issuer to be incorporated into the applicable NoteDocuments and are so incorporated, (b) the mandatory prepayment, repurchase and redemption provisions of such Debt are not materiallymore restrictive to the Issuer and its Subsidiaries than those imposed by the First Lien Credit Agreement as in effect on the Effective Date,(c) the make-whole and prepayment premium provisions of such Debt are not more restrictive to the Issuer and its

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Subsidiaries than those imposed by the First Lien Credit Agreement as in effect on the Effective Date, (d) such Debt is subject to theIntercreditor Agreement, (e) no Subsidiary of the Issuer is required to guarantee or secure such Debt unless such Subsidiary is (orconcurrently with any such guarantee becomes) a Guarantor hereunder, (f) such Debt and the terms of such Debt are permitted underSection 9.02(l) and Section 9.23 and (g) such Permitted Revolver Refinancing shall be limited to a reserve-based credit agreementdetermined or re-determined by the First Lien Lenders, subject to a “borrowing base”.

“Permitted Revolver Refinancing First Lien Credit Agreement” means a credit agreement among the Issuer, as borrower, First LienAdministrative Agent, as administrative agent, and the other lenders and parties party thereto from time to time as amended, restated,modified or supplemented from time to time, in each case, subject to the Intercreditor Agreement and the terms hereof.

“Permitted Tax Distribution” means, with respect to any taxable period during which the Issuer is a pass-through entity for UnitedStates federal income tax purposes (including, for the avoidance of doubt, a disregarded entity not treated as separate from its owner)Restricted Payments to holders of equity in the Issuer, made on a pro rata basis in accordance with the number of common units in theIssuer owned by each such holder, in an aggregate amount such that each such equity holder receives an amount of Restricted Paymentsnecessary to enable such equity holder (and its direct and indirect owners) to pay its U.S. federal, state and/or local and non-U.S. incometaxes (as applicable) attributable to its direct or indirect ownership of the Issuer with respect to such taxable period (assuming that eachsuch equity holder (or its direct and indirect owners) is subject to tax at the highest combined marginal U.S. federal, state, and/or localincome tax rate applicable to any such equity holder (or its direct and indirect owners) for such taxable period (including any tax rateimposed on “net investment income” by Section 1411 of the Code and excluding the deductibility of state and local income taxes for U.S.federal income tax purposes), and taking into account the alternative minimum tax, any cumulative net taxable loss of the Issuer for priortaxable periods to the extent such loss is of a character that would allow such loss to be available to such equity holders (or their direct andindirect owners) to reduce such attributable taxes of such equity holders (or their direct and indirect owners) in the current taxable period(taking into account any limitations on the utilization of such loss by such equity holders to reduce such attributable taxes and assumingsuch loss had not already been utilized) and the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicableincome); provided, that if the sum of the amount of U.S. federal, state and local and non-U.S. tax liabilities of RRI for such taxable periodand the amount of RRI’s obligations under the Tax Receivable Agreement relating to such taxable period exceeds the amount of PermittedTax Distributions payable to RRI calculated as set forth above, then the equity holders shall be entitled to receive additional RestrictedPayments (each, an “Excess Tax Distribution”), made on a pro rata basis in accordance with the number of common units in the Issuerowned by each such holder, in an aggregate amount such that RRI receives an additional amount of Restricted Payments equal to suchexcess.

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

“Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA butexcluding any Multiemployer Plan, which (a) is currently or hereafter sponsored, maintained or contributed to by the Issuer, a Subsidiary oran ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed toby the Issuer or a Subsidiary or an ERISA Affiliate.

“Pro Rata Share” means, as to any Holder, with respect to:

(a) Section 2.01, the percentage obtained by dividing (i) the Commitments of that Holder by (ii) the aggregate Commitments ofall the Holders; and

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(b) all payments, computations and other matters relating to the Notes of any Holder, the percentage obtained by dividing (i) theExposure of that Holder by (ii) the aggregate Exposure of all the Holders.

“Prohibited Transaction” has the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code.

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

“Proved Developed Non-Producing Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Developed Producing Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Oil and Gas Properties” means, with respect to any Person at the time of determination, the Oil and Gas Properties of suchPerson constituting Proved Reserves.

“Proved Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Undeveloped Reserves” has the meaning assigned such term in the SPE Definitions.

“Public Company” has the meaning assigned to such term in Section 12.11(b).

“Public Company Information” has the meaning assigned to such term in Section 12.11(b).

“Purchase Money Security Interest” shall mean Liens upon tangible personal property securing loans to any Note Party or Subsidiaryof a Note Party or deferred payments by such Note Party or Subsidiary for the purchase of such tangible personal property.

“PV-9” means (a) prior to the Discharge of First Lien Non-Excluded Obligations, the meaning given to such term in the First LienCredit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement and (b) followingthe Discharge of First Lien Non-Excluded Obligations, with respect to the Proved Reserves constituting Oil and Gas Properties of the NoteParties, the net present value of future cash flows (discounted at nine percent (9%) per annum) calculated by the Issuer in accordance withits reasonable judgment and consistent with past practice (including using the Strip Price and costs determined in accordance with thedefinition of Reserve Report) based on the information from the Initial Reserve Report or most recent Reserve Report delivered by theIssuer pursuant to Section 8.12, but provided that each calculation of such expected future cash flow shall be made in accordance with thethen existing standards of the Society of Petroleum Engineers, provided that in any event (i) appropriate deductions shall be made forseverance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale ofsuch reserves (provided that to the extent consistent with the Initial Reserve Report, certain gathering and transportation costs shall not besubject to a markup and shall be run at cost), (ii) appropriate adjustments to the Strip Price shall be made for commodity and basis hedgingactivities permitted by this Agreement for the volumes actually hedged and (iii) the cash-flows derived from the pricing assumptions setforth in clause (b) above shall be further adjusted to account for the forward-looking differential.

“Qualified Equity Proceeds” has the meaning assigned to such term in Section 9.05(k).

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“Qualified Institutional Buyer” as defined in Section 13.11.

“Quarterly Date” means the last Business Day of each Fiscal Quarter of the Issuer and if such day is not a Business Day, then thenext succeeding Business Day.

“RBL Reserve Report” shall mean a “Reserve Report” as defined under the First Lien Credit Agreement or any functionallyequivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement.

“RCRA” has the meaning assigned to such term within the definition of “Environmental Laws.”

“Recipient” has the meaning assigned to such term in Section 12.11(a).

“Reclassified Units” has the meaning assigned to such term in Section 7.02(m).

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

“Register” has the meaning assigned to such term in Section 2.04(b).

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

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 50 basis points (one-half of one percent) over the yieldto maturity implied by (a) the yields reported as of 10:00 a.m. (New York, New York time) on the second Business Day preceding theSettlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace PagePX1 on Bloomberg) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen whichcorresponds most closely to Page PX1 for the most recently issued actively traded U.S. Treasury securities having a maturity equal to theRemaining Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yieldsreported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported,for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect tosuch Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S.Treasury securities having a constant maturity equal to the Remaining Life of such Called Principal as of such Settlement Date. Suchimplied yield will be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance withaccepted financial practice and (ii) interpolating linearly between (A) the actively traded U.S. Treasury security with the maturity closest toand greater than such Remaining Life and (B) the actively traded U.S. Treasury security with the maturity closest to and less than suchRemaining Life. The Reinvestment Yield shall be rounded to two decimal places.

“Related Fund” means, with respect to any Holder that is an investment fund, any other investment fund that invests in similarcommercial loans and that is managed, advised or sub-advised by or affiliated with the same investment advisor as such Holder or by anAffiliate of such investment advisor. Related Fund shall, with respect to any Holder, also include any swap, special purpose vehiclespurchasing or acquiring security interests in collateralized loan obligations of such Holder or any other vehicle through which suchHolder’s investment advisors may leverage its investments from time to time.

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“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,employees, agents and advisors (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.

“Remaining Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) thatwill elapse between the Settlement Date with respect to such Called Principal and the Make-Whole Expiry Date.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of Interest in respect of suchCalled Principal that would be due after the Settlement Date through the Make-Whole Expiry Date with respect to such Called Principal ifno payment of such Called Principal were made.

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

“Repayment Fee” has the meaning assigned to such term in Section 3.06(g).

“Reportable Event” means any of the events described in Section 4043(c) of ERISA and the regulations issued thereunder withrespect to a Plan other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC has been waived.

“Requisite Holders” means the Holders having or holding Exposure representing more than fifty percent (50%) of the sum of theaggregate Exposure of all the Holders.

“Reserve Report” means, (a) prior to the Discharge of First Lien Non-Excluded Obligations, an RBL Reserve Report; provided that inaddition to the calculations based upon any pricing prescribed by the First Lien Credit Agreement such report shall include parallelcalculations based upon the Strip Price, and (b) after the Discharge of First Lien Non-Excluded Obligations, a report, in form, scope andcontent acceptable to the Requisite Holders, setting forth the updated estimates of Proved Developed Producing Reserves, ProvedDeveloped Non-Producing Reserves, Proved Undeveloped Reserves and projected production profiles and overall economics of the NoteParties’ Oil and Gas Properties, together with a projection of the rate of production and future cash flows as of such date, based on thefollowing pricing assumptions: (i) oil and gas prices will be reasonably determined by the Requisite Holders based on the then current StripPrice, which pricing will be adjusted to reflect location, BTU content and quality differentials and hedging arrangements then in place;(ii) taking into account the Issuer’s or the applicable operator’s actual experiences with leasehold operating expenses and other costs indetermining projected leasehold operating expenses and other costs; (iii) identifying and taking into account any “over-produced” or“under-produced” status under gas balancing arrangements; and (iv) the Issuer’s internally prepared Reserve Report will use similar meansand methodologies as the Approved Petroleum Engineers.

“Reserve Report Certificate” has the meaning set forth in Section 8.12(b).

“Responsible Officer” means, as to any Person, the chief executive officer, the president or any Financial Officer of such Person.Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Issuer.

“Restricted Payment” means any dividend or other distribution or return of capital (whether in cash, securities or other Property) withrespect to any Equity Interests in any Person, or any payment (whether in cash, securities or other Property), including any sinking fund orsimilar deposit, on account of the purchase, redemption, retirement, acquisition, conversion, cancellation or termination of any such EquityInterests.

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“Revolving Credit Exposure” means, with respect to any First Lien Lender at any time, the sum of the outstanding principal amountof such First Lien Lender’s Loans (as defined in the First Lien Credit Agreement or any such functionally equivalent term as defined in anyPermitted Revolver Refinancing First Lien Credit Agreement) and its LC Exposure (as defined in the First Lien Credit Agreement or anysuch functionally equivalent term as defined in any Permitted Revolver Refinancing First Lien Credit Agreement) at such time.

“RRI” has the meaning set forth in the preamble hereto.

“RRI Certificate of Designations” means the Certificate of Designations of the Series B Redeemable Preferred Stock of RRI amongRRI and the purchasers party thereto, dated and as in effect as of the Effective Date.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is anationally 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 thetime of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by theOffice of Foreign 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 a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in theforegoing clauses (a) or (b).

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

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

“Second Offer” has the meaning assigned to such term in Section 3.04(e).

“Second Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Instruments, thatsuch Lien (a) is the only Lien to which such Collateral is subject at the time such Lien is created other than (i) subject to the terms of theIntercreditor Agreement, Liens in favor of the First Lien Administrative Agent under the First Lien Collateral Documents and (ii) ExceptedLiens and other Liens permitted under Section 9.03 and (b) is contractually subordinated only to the Lien in favor of the First LienAdministrative Agent as set forth in the Intercreditor Agreement.

“Secured Parties” means, collectively, the Agent, each Holder, each Indemnitee, each other Agent, and any other Person owedObligations and “Secured Party” means any of them individually.

“Securities Act” means the Securities Act of 1933.

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“Security Agreement” means a Security Agreement in form and substance acceptable to the Agent and the Requisite Holders made bythe Note Parties party thereto in favor of the Agent for the benefit of the Secured Parties, as the same may be amended, restated, modifiedor supplemented from time to time.

“Security Instruments” means each Account Control Agreement, the Guaranty Agreement, the Mortgages, the Security Agreement,the Intercreditor Agreement and all other instruments, documents and agreements delivered by any Note Party pursuant to this Agreementor any of the other Note Documents in order to (a) grant to the Agent, for the benefit of the Secured Parties, a Lien on any Collateral or(b) set forth the relative priorities of any Lien on any Collateral, as any of the foregoing may be amended, restated, supplemented orotherwise modified from time to time.

“Senior Unsecured Notes” means unsecured senior, senior subordinated or subordinated Debt consisting of notes or bonds issued bythe Issuer or a Guarantor, provided that (a) no Default or Event of Default has occurred and is continuing under this Agreement or wouldresult from such incurrence of Debt, (b) the maturity date of such Debt shall not occur before one hundred eighty (180) days after theMaturity Date, (c) there shall be no scheduled principal amortization, prepayments, redemptions, defeasance, tender, sinking fund orrepurchase obligations prior to the Maturity Date, and (d) the covenants, events of default, guarantees and other terms of such Debt, takenas a whole, are not more restrictive on the Issuer and its Subsidiaries than the terms of this Agreement (as in effect at the time of suchissuance or incurrence); provided that a certificate of a Responsible Officer of the Issuer delivered to the Agent and the Holders at leastfive Business Days prior to the incurrence or issuance of such Debt, together with a reasonably detailed description of the material termsand conditions of such Debt or drafts of the documentation relating thereto, stating that the Issuer has determined in good faith that suchterms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoingrequirements unless the Agent (acting upon the written instruction of the Requisite Holders) notifies the Issuer within such five BusinessDay period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Senior Unsecured Notes Documents” means, with respect to any Senior Unsecured Notes, each indenture or other agreementpursuant to which such Senior Unsecured Notes is issued or incurred, and any notes, certificates, security agreement, mortgage or otherdocuments made or delivered by the Issuer or any Subsidiary in connection with such Senior Unsecured Notes, as the same may beamended, modified or supplemented in accordance with Section 9.21.

“Series A Preferred Stock” means the 8.000% Series A Cumulative Perpetual Convertible Preferred Stock of RRI.

“Series B Redeemable Preferred Stock” means “Series B Preferred Stock” as defined in the Series B Redeemable Preferred StockPurchase Agreement.

“Series B Redeemable Preferred Stock Issuance” means the issuance by RRI of its Base Series B Preferred Shares, which issuance isto occur on the terms set forth in the Series B Redeemable Preferred Stock Purchase Agreement as of the Effective Date.

“Series B Redeemable Preferred Stock Purchase Agreement” means that certain Series B Redeemable Preferred Stock PurchaseAgreement among RRI and the purchasers party thereto, dated and as in effect as of the Effective Date.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaidpursuant to Section 3.03 or Section 3.04 as the context requires.

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“Solvent” means that as of any date of determination, (a) the aggregate assets (after giving effect to amounts that could reasonably bereceived by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Issuer and its Subsidiaries taken asa whole, will exceed the aggregate Debt of the Issuer and its Subsidiaries taken as a whole, as such Debt becomes absolute and matures,(b) none of the Issuer nor any of its Subsidiaries will have incurred or intended to incur, Debt beyond its ability to pay such Debt (aftertaking into account the timing and amounts of cash to be received by the Issuer or any such Subsidiary and the amounts to be payable on orin respect of its liabilities on a consolidated basis, and giving effect to amounts that could reasonably be received by reason of indemnity,offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) none of the Issuer nor its Subsidiaries willhave (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

“SPE Definitions” means, with respect to any term, the definition thereof adopted by the Board of Directors, Society for PetroleumEngineers (SPE) Inc., March 1997.

“Specified Offer” has the meaning assigned to such term in Section 3.04(a)(ii).

“Strip Price” shall mean, at any time, (a) for the remainder of the current calendar year, the average NYMEX Pricing for theremaining contracts in the current calendar year, (b) for each of the succeeding four complete calendar years, the average NYMEX Pricingfor the twelve months in each such calendar year, and (c) for the succeeding fifth complete calendar year, and for each calendar yearthereafter, the average NYMEX Pricing for the twelve months in such fifth calendar year.

“Subsidiary” means as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock orother ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only byreason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership orother entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or moreintermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreementshall refer to a direct or indirect Subsidiary or Subsidiaries of the Issuer.

“Swap Agreement” means any agreement with respect to any swap, cap, collar, forward, future or derivative transaction or option orsimilar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates,currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,financial or pricing risk or value or any similar transaction or any combination of these transactions (including any agreement, contract ortransaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act); provided that no phantomstock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees orconsultants of any Note Party shall be a Swap Agreement.

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

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“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP,treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rentthereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee inrespect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of theresidual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as of April 27, 2017 by and among RRI, Tema andits successors and permitted assigns, as the “TRA Holders,” and Tema or such other Person designated as the agent under such agreementas the “Agent”.

“Tax on the Overall Net Income” of a Person means any net income (however denominated), franchise or branch profits Tax imposedon a Person by the jurisdiction in which a Person is organized or in which that Person’s applicable principal office (and/or, in the case of aHolder, its Applicable Office) is located or in which that Person (and/or, in the case of a Holder, its Applicable Office) has a connection oris otherwise deemed to be doing business (other than a jurisdiction in which such Person is treated as having a connection or doing businesssolely as a result of its entering into any Note Document or its participation in the transactions governed thereby).

“Tax Related Person” means any Person (including a beneficial owner of an interest in a pass-through entity) who is required toinclude in income amounts realized (whether or not distributed) by the Agent, a Holder or any Tax Related Person of any of the foregoing.

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

“Tema” means Tema Oil and Gas Company, a Maryland corporation or its Affiliates.

“Total Debt” means, at any date, all Debt of the Issuer and its Consolidated Subsidiaries on a consolidated basis, excluding allobligations under or in respect of any Issuer Preferred Units so long as such obligations are not classified as debt under GAAP or nomandatory redemption payment is then due.

“Transactions” means, collectively, (a) the execution, delivery and performance by RRI of this Agreement, (b) the execution, deliveryand performance by the Issuer of this Agreement, each other Note Document to which it is a party, the sale of the Notes, the use of theproceeds thereof, the Issuer’s grant of the security interests and provision of Collateral under the Security Instruments, and the Issuer’sgrant of Liens on Mortgaged Properties (if applicable) and other Properties pursuant to the Security Instruments, (c) the execution, deliveryand performance by such Note Party of each Note Document to which it is a party, the guaranteeing of the Obligations and the otherobligations under the Guaranty Agreement by such Note Party and such Note Party’s grant of the security interests and provision ofCollateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties (if applicable) and otherProperties pursuant to the Security Instruments, (d) the Whitehorse Asset Acquisition and (e) the Series B Redeemable Preferred StockIssuance.

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

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 5.03(e)(iii).

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“Whitehorse Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of October 24, 2017, by and among,Whitehorse Energy, LLC, a Delaware limited liability company, Whitehorse Energy Delaware, LLC, a Delaware limited liability company,Whitehorse Delaware Operating, LLC, Delaware limited liability company, Siltstone Resources II - Permian, LLC, a Delaware limitedliability, Siltstone Resources II-B-Permian, LLC, a Delaware limited liability, Rosehill Resources Inc., a Delaware corporation, and theIssuer.

“Whitehorse Asset Acquisition” means the acquisition of the Whitehorse Assets.

“Whitehorse Assets” means the Oil and Gas Properties and other related assets acquired pursuant to the Whitehorse AcquisitionAgreement.

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Issuer, the Guarantors and/or one or more of theWholly-Owned Subsidiaries.

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

Section 1.03 [Reserved].

Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine andneuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and theword “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the contextrequires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referringto such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject toany restrictions on such amendments, supplements or modifications set forth in the Note Documents), (b) any reference herein to any lawshall 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 restrictionscontained in the Note Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed torefer 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” and “until” means “to but excluding” and the word “through” means “to andincluding” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Note Document shall beinterpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shallbe interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificatesand reports as to financial matters required to be furnished to the Agent or the Holders hereunder shall be prepared, in accordance withGAAP, applied on a basis consistent with the initial financial statements delivered under Section 8.01, except for changes in which RRI’sindependent certified public accountants concur and which are disclosed to the Agent on the next date on which financial statements arerequired to be delivered to the Holders pursuant to Section 8.01(a); provided that, unless the Issuer and the Requisite Holders shallotherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants

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contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently withprior periods. Notwithstanding anything in this Agreement or any other Note Document to the contrary, (a) for the purposes of calculatingcompliance with any covenant in this Agreement or any other Note Document, no effect shall be given to any change in GAAP arising outof a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similarpronouncement and (b) if the Issuer notifies the Agent in writing that the Issuer wishes to amend any financial covenant in Section 9.01,any related definition to eliminate the effect of any change in GAAP occurring after the Effective Date on the operation of such financialcovenant (or if the Agent notifies the Issuer in writing that the Requisite Holders wish to amend any financial covenant in Section 9.01, anyrelated definition to eliminate the effect of any such change in GAAP), then the Agent and the Issuer shall negotiate in good faith to amendsuch ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the RequisiteHolders); provided that, until so amended, the Note Parties’ compliance with such covenants shall be determined on the basis of GAAP ineffect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants ordefinitions are amended in a manner satisfactory to the Issuer and the Requisite Holders, and the Note Parties shall provide to the Agent,when they deliver their financial statements pursuant to under Sections 8.01(a) and 8.01(b) of this Agreement, such reconciliationstatements as shall be reasonably requested by the Agent or the Requisite Holders.

ARTICLE IIPURCHASE OF THE NOTES

Section 2.01 Note Purchase. Subject to the terms and conditions set forth herein and relying upon the representations and warrantiesherein set forth, on the Effective Date, the Issuer shall issue to each Holder, and each Holder shall purchase from the Issuer (so long as allconditions precedent required hereby shall have then been satisfied or waived), a Note in the aggregate principal amount equal to suchHolder’s Pro Rata Share of $100,000,000, to be purchased net of three percent (3.0%) discount. Such discount shall be treated as originalissue discount for U.S. federal income tax purposes.

Section 2.02 The Notes. The obligation of the Issuer to repay to each Holder the aggregate amount of all Notes held by such Holder,together with interest accruing in connection therewith, shall be evidenced by Notes, as applicable, made by the Issuer payable to suchHolder or its registered assigns with appropriate insertions. Interest on each Note shall accrue and be due and payable as provided herein.Each Note shall be due and payable as provided herein and shall be due and payable in full on the Maturity Date. The Issuer may notreissue any portion of any Note that has been repaid.

Section 2.03 Request for Notes. The Issuer must give to the Agent written or electronic notice in the form of the Note Purchase Notice(or telephonic notice promptly confirmed in writing in the form of the Note Purchase Notice) of the requested Notes to be issued to, andpurchased by, the Holders on the Effective Date. Such Note Purchase Notice must:

(i) specify the aggregate amount of such Note Purchase (which shall be $100,000,000) and the date on which such Notes areto be purchased;

(ii) specify the location and number of the Issuer’s account to which funds are to be disbursed; and

(iii) be received by the Agent no later than 10:00 a.m., New York, New York time, five (5) Business Days prior to the dateon which the Notes are to be purchased.

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Such written request or confirmation must be made in the form and substance of the Note Purchase Notice, duly completed. A telephonicrequest (if any) shall be deemed a representation, warranty, acknowledgment and agreement by the Issuer as to the matters that are requiredto be set out in such written confirmation. Upon receipt of such Note Purchase Notice, the Agent shall give each Holder prompt notice ofthe terms thereof. If all conditions precedent to such new Notes have been met, each Holder will on the date requested promptly remit tothe Agent, at the Agent’s Account, the amount of such Holder’s Note in immediately available funds, and upon receipt of such funds, theAgent shall promptly make such funds available to the Issuer and the Issuer will deliver such Notes to the Agent or counsel for the Holderswho shall promptly make such Notes available to each Holder. The failure of any Holder to purchase any Note hereunder shall not relieveany other Holder of its obligation hereunder, if any, to purchase its Note, but no Holder shall be responsible for the failure of any otherHolder to purchase any Note hereunder.

Section 2.04 Evidence of Debt; Register; the Holder’s Books and Records; Notes .

(a) The Holder’s Evidence of Indebtedness . Each Holder shall maintain in its internal records an account or accounts evidencingthe Obligations of the Issuer to such Holder, including the amounts of the Notes held by such Holder and each repayment andprepayment in respect thereof. The failure to make any such recordation, or any error in such recordation, shall not affect anyObligations in respect of any applicable Notes. In the event of any inconsistency between the Register and any Holder’s records, therecordations in the Register shall govern.

(b) Register. The Agent shall maintain at Agent’s Office a register for the recordation of the names and addresses of the Holdersand principal amounts (and stated interest) of the Notes owing to, each Holder pursuant to the terms hereof from time to time (the“Register”). The Register shall be available for inspection by the Issuer, and a redacted version of the Register showing the entries withrespect to any Holder shall be available for inspection by such Holder, at any reasonable time and from time to time upon reasonableprior notice. The entries in the Register shall be conclusive and binding on the Note Parties, the Agent and each Holder, absent manifesterror; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Note Parties’ Obligations inrespect of any Note. The Issuer, the Agent and the Holders shall treat each Person in whose name any Note shall be registered as theowner and the Holder thereof for all purposes hereof. The Issuer hereby designates the entity serving as Agent to serve as the Issuer’sagent solely for purposes of maintaining the Register as provided in this Section 2.04(b), and the Agent shall be entitled to all of therights, privileges and immunities afforded to it hereunder in the performance of such duties.

ARTICLE IIIPayments of Principal and Interest; Prepayments; Fees

Section 3.01 Repayment of the Notes. If any principal or interest amount payable under the Notes remains outstanding on theMaturity Date, such amount will be paid in full by the Issuer to the Agent on behalf of the Holders in immediately available funds on theMaturity Date, together with any amounts required to be paid pursuant to Section 3.02 and Section 3.06(g).

Section 3.02 Interest; Fees.

(a) Interest. Each Note shall at all times bear interest at a rate equal to 10.00% per annum (the “Applicable Rate”) (as suchamount may be increased pursuant to Section 3.02), paid in cash (“Interest”).

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(b) Interest Payment Dates. Interest on each Note shall be due and payable on each Interest Payment Date to the Holders of recordin the Register on such Interest Payment Date; provided that, if Interest on any Note is required to be paid on any Settlement Datepursuant to Section 3.03 or Section 3.04, and such Settlement Date is not a Quarterly Date, then the amount of Interest due and payableon the next succeeding Interest Payment Date will be reduced by the amount of interest accrued to such Settlement Date and required tobe paid on such Settlement Date pursuant to such Section 3.03 or Section 3.04. All interest payable hereunder shall be computed on thebasis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computedon 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 thefirst day but excluding the last day).

(c) Default Interest. Notwithstanding the foregoing, (i) if an Event of Default under Sections 10.01(a), (b), (h) or (i) has occurredand is continuing the principal amount of all Notes outstanding and, to the extent permitted by applicable law, any due and unpaidinterest payments on the Notes or any fees or other amounts due and owing hereunder (other than default interest occurring under thisSection 3.02(c)) shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or otherapplicable bankruptcy laws, whether or not allowed in such a proceeding) payable in Cash on demand at a rate that is two percent(2.0%) per annum in excess of the interest rate otherwise payable hereunder with respect to the Notes (without giving effect to thisSection 3.02(c)) and (ii) if any other Event of Default has occurred and is continuing, and the Requisite Holders so elect, the principalamount of all Notes outstanding and, to the extent permitted by applicable law, any due and unpaid interest payments on the Notes orany fees or other amounts due and owing hereunder (other than default interest occurring under this Section 3.02(c)), shall from thedate of occurrence of such Event of Default bear interest (including post-petition interest in any proceeding under the Bankruptcy Codeor other applicable bankruptcy laws, whether or not allowed in such a proceeding) payable in Cash on demand at a rate that is twopercent (2.0%) per annum in excess of the interest rate otherwise payable hereunder with respect to the Notes (without giving effect tothis Section 3.02(c)) (which election may be revoked by the Requisite Holders notwithstanding any provision of Section 12.02(b)requiring the consent of “each Holder that would be affected thereby” for reductions of interest rates on the Notes)). Payment oracceptance of the increased rates of interest provided for in this Section 3.02(c) is not a permitted alternative to timely payment andshall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Agent or any Holder.

(d) Agent Fee. The Issuer will pay to the Agent for its own account, a fee as set forth in the Agent Fee Letter.

(e) Calculations. The Agent shall as soon as practicable (but in any event no later than three (3) Business Days prior to anyInterest Payment Date or the date of any other amount payable under this Section 3.02) notify the Issuer and the Holders of theeffective date and the amount of each Interest, fee or other payment under this Section 3.02. Each determination of an interest rate,interest payment amount or fee payment amount by the Agent pursuant to any provision of this Agreement shall be conclusive andbinding on the Issuer and the Holders in the absence of manifest error. Concurrent with each notice delivered pursuant to thisSection 3.02(e), the Agent shall deliver to the Issuer and each Holder a statement showing the quotations used by the Agent indetermining any interest rate, if applicable, and the calculations related to any interest payment amount or fee payment amount.

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Section 3.03 Voluntary Prepayments. The Issuer may prepay the Notes on any Business Day in whole or in part (together with anyamounts due pursuant to Section 3.02 and Section 3.06(g)) in an aggregate minimum amount equal to (a) if being paid in whole, theObligations and (b) if being paid in part, $5,000,000 and integral multiples of $1,000,000 in excess of that amount. All such prepaymentsshall be made upon not less than eight (8) Business Days prior written or telephonic notice, in each case given to the Agent by 12:00 p.m.(New York, New York time) on the date required and, if given by telephone, promptly confirmed in writing to the Agent and which writtennotice shall be delivered to the Holders by the Agent no later than 12:00 p.m. (New York, New York time) one Business Day followingreceipt by the Agent thereof. Upon the giving of any such notice, the principal amount of the Notes specified in such notice shall becomedue and payable on the prepayment date specified therein; provided, that any notice of prepayment described above may provide that suchprepayment is conditioned upon the satisfaction of one of more conditions precedent. Any such voluntary prepayment shall be applied asspecified in Section 3.05. For the avoidance of doubt, any acceleration, redemption, prepayment, repayment, or payment of the Obligationsin or in connection with a Bankruptcy Event shall constitute an optional prepayment thereof under the terms of this Section 3.03.

Section 3.04 Mandatory Prepayments.

(a) Asset Sales, Hedge Receipts and Casualty Events.

(i) Other than with respect to Net Asset Sale Proceeds attributable to an Asset Sale permitted by Section 9.11(a) orSection 9.11(c), to the extent that the aggregate Cash consideration in respect of any Asset Sale(s), Hedge Termination(s) and/orCasualty Event(s) is equal to or in excess of $1,000,000 in any transaction or series of related transactions or $1,500,000 in theaggregate during the term of this Agreement, the Issuer will (at its option) apply such Net Asset Sale Proceeds, Hedge Receiptsand/or Net Insurance/Condemnation Proceeds (or, in the case of clause (C) elect to apply such Net Asset Sale Proceeds, HedgeReceipts and/or Net Insurance/Condemnation Proceeds) to one or more of the following options within 10 days from the later ofthe date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds,Hedge Receipts and/or Net Insurance/Condemnation Proceeds:

(A) to prepay Loans (as defined in the First Lien Credit Agreement or any functionally equivalent term in a PermittedRevolver Refinancing First Lien Credit Agreement); provided that in connection with any such prepayment of Loansunder the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, the Issuer willcause the related maximum aggregate credit amount, Borrowing Base, and commitments under the First Lien CreditAgreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, to be permanently reduced byan amount equal to the principal amount so retired (for the avoidance of doubt and notwithstanding anything herein to thecontrary, these provisions will not prohibit the Issuer and the Note Parties from increasing the maximum aggregate creditamounts, Borrowing Base and commitments under the First Lien Credit Agreement or Permitted Revolver RefinancingFirst Lien Credit Agreement at a later date); provided, further, that nothing will restrict the Issuer from temporarilyprepaying Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreementpending application of such amounts pursuant to this Section 3.04(a)(i);

(B) to offer to prepay the Notes outstanding under this Agreement in accordance with Section 3.04(a)(ii);

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(C) so long as no Event of Default has occurred or is continuing at any time from the date of election to the date ofreinvestment, to elect to invest in Oil and Gas Properties (including drilling and completion costs of existing Oil and GasProperties) and make such investments, in each case, to the extent permitted under Section 9.05(k), within 180 days fromthe later of the date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net AssetSale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds; provided that (1) Net Asset Sale Proceeds,Hedge Receipts and Net Insurance/Condemnation Proceeds attributable to Collateral may only be invested in assets thatare or will become Collateral and any such assets with a fair market value in excess of $2,000,000 must become Collateralconcurrently with the acquisition thereof, (2) until such time as the Net Asset Sale Proceeds, Hedge Receipts and/or NetInsurance/Condemnation Proceeds are so reinvested, such amounts shall be maintained in a deposit account subject to anAccount Control Agreement or used to temporarily prepay Loans under the First Lien Credit Agreement or PermittedRevolver Refinancing First Lien Credit Agreement, and (3) promptly following any determination by the Issuer of anelection to invest Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds pursuant to thisSection 3.04(a)(i)(C), the Issuer shall, (x) prior to the initial reinvestment using such Net Asset Sale Proceeds, HedgeReceipts and/or Net Insurance/Condemnation Proceeds and (y) at the time of such reinvestment, deliver to the Agent (fordelivery to the Holders) a certificate of a Responsible Officer of the Issuer specifying that the Issuer intends to reinvestsuch Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and, in each case, certifyingthat such reinvestment is otherwise permitted under Section 9.05(k); and/or

(D) to elect to redeem (concurrently with the delivery of the applicable notice by RRI with respect to its Series BRedeemable Preferred Stock) all or a portion of the Issuer Series B Preferred Units and substantially contemporaneouslytherewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in accordance with the RRI Certificate ofDesignations no later than twenty-five (25) days after such election if, and only if, at such time the Series B RedeemablePreferred Stock of RRI is owned in whole or in part by EIG.

(ii) Any Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds from Asset Sale(s), HedgeTermination(s) and/or Casualty Event that are not applied or invested as required by Section 3.04(a)(i) will be deemed toconstitute “Excess Proceeds”. On or before, (x) the 10 th day referenced in Section 3.04(a)(i), in the case of Section 3.04(a)(i)(A),3.04(a)(i)(B) and 3.04(a)(i)(D), and (y) the 180th day in the case of Section 3.04(a)(i)(C), if the Issuer has not earlier made anoffer to prepay under Section 3.04(a)(i)(B), the Issuer shall make an offer (a “Specified Offer”) in accordance with Sections3.04(d) and 3.04(e) to all the Holders to prepay the maximum principal amount of Notes that may be prepaid out of the ExcessProceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus other than on account ofa prepayment with Net Insurance/Condemnation Proceeds, the Make-Whole Amount and/or Repayment Fee, as applicable, plusaccrued and unpaid interest to the date of purchase, in accordance with the procedures established by the Agent for such offer. Tothe extent that the aggregate amount of Notes so validly offered for prepayment or tendered and not properly withdrawn pursuantto a Specified Offer in accordance with Section 3.04(e) is less than the Excess Proceeds, the Issuer may use any

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remaining Excess Proceeds for working capital and general corporate purposes and to repay any other Debt, subject to the othercovenants contained in this Agreement. If the aggregate principal amount of Notes offered for prepayment or surrendered by theHolders, collectively, exceeds the amount of Excess Proceeds, the Agent shall select the Notes to be prepaid or purchased on apro rata basis based on the aggregate principal amount of tendered Notes. Upon completion of the Specified Offer, the amount ofExcess Proceeds will be reset at zero.

The Issuer shall make each offer for prepayment under this Section 3.04 in accordance with Section 3.04(d) and Section 3.06.

(b) [Reserved].

(c) Issuance of Debt. On the date of receipt by or on behalf of the Issuer or any of its Subsidiaries (or any Affiliate on behalfthereof) of any Cash proceeds from the incurrence of any Debt (other than Debt that is permitted hereunder) of such Note Party, theIssuer shall, offer to prepay the Notes in an aggregate amount equal to one hundred percent (100%) of such proceeds (net of (x) anyamounts required to be prepaid under the First Lien Credit Facility and (y) any underwriting discounts and commissions and otherreasonable costs and expenses associated therewith, including reasonable legal fees and expenses) at an offer price in cash in an amountequal to 100% of the principal amount of the Notes plus the Make-Whole Amount and/or Repayment Fee, as applicable, plus accruedand unpaid interest to the date of purchase. In connection with any prepayment under this Section 3.04(c), the Issuer shall immediatelyprovide to the Agent a prepayment notice in accordance with Section 3.04(d) to prepay the Notes eight (8) Business Days after deliveryof such notice.

(d) Prepayment Notice. In connection with any offer to make prepayment required by Sections 3.04(a) and 3.04(c), the Issuershall provide prior written or telephonic notice thereof, in each case given to the Agent by 12:00 p.m. (New York, New York time) atleast eight (8) Business Days’ prior to the date of such prepayment, if given by telephone, promptly confirmed in writing to the Agentand which written notice shall be delivered to the Holders by the Agent no later than 12:00 p.m. (New York, New York time) oneBusiness Day following receipt by the Agent thereof. Each such notice shall include the calculation of the amount of the applicableproceeds giving rise to the prepayment and the amount that is available to prepay the Notes. In the event that the Issuer shallsubsequently determine that the actual amount received exceeded the amount set forth in such notice, the Issuer shall promptly makean additional offer to make prepayment of the Notes in an amount equal to such excess, and the Issuer shall concurrently therewithdeliver to the Agent a notice of offer to make such prepayment demonstrating the calculation of such excess.

(e) Holders’ Right to Waive. Notwithstanding anything in this Agreement to the contrary, each Holder, in its sole discretion, may,but is not obligated to, decline the Issuer’s offer to make any prepayment pursuant to this Section 3.04, in each case, with respect tosuch Holder’s Pro Rata Share of such prepayment. Promptly after the date of receipt of the notice required by Section 3.04(d), theAgent shall provide written notice (the “First Offer”) to the Holders of the amount available to prepay the Notes within one(1) Business Day of receipt of the applicable notice. Any Holder declining such prepayment (a “Declining Holder”) shall give writtennotice thereof to the Agent by 10:00 a.m. New York, New York time no later than five (5) Business Days after the date of such noticefrom the Agent (the “First Offer Deadline”) and on such date the Agent shall provide notice of the aggregate amount accepted forprepayment pursuant to the First Offer to the Issuer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the FirstOffer no later than the date specified for such prepayment in the First Offer in the amount set forth in the

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applicable notice from the Agent. Additionally, on the First Offer Deadline (or earlier if the Agent has received responses from allHolders) the Agent shall then provide written notice (the “Second Offer”) to the Holders other than the Declining Holders (suchHolders being the “Accepting Holders”) of the additional amount available (due to such Declining Holders’ declining suchprepayment) to prepay Notes owing to such Accepting Holders, such available amount to be allocated on a pro rata basis among theAccepting Holders that accept the Second Offer. Any Holders declining prepayment pursuant to such Second Offer shall give writtennotice thereof to the Agent by 10:00 a.m. New York, New York time no later than five (5) Business Days after the date of such noticeof a Second Offer. The Issuer shall prepay the Notes accepted for prepayment pursuant to the Second Offer within one Business Dayafter its receipt of notice from the Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation ofaccepted amounts with respect to the First Offer and the Second Offer to Accepting Holders shall be retained by the Issuer inaccordance with Section 3.04.

(f) Change in Control Offer.

(i) Upon the occurrence of a Change in Control, each Holder shall have the right to require the Issuer to redeem, repurchaseor repay all or any part of such Holder’s Notes (and the Issuer shall have the obligation to so redeem, repurchase and repay suchNotes) in accordance with this Section 3.04(f).

(ii) Upon the occurrence of a Change in Control, except in the event that the Issuer has already exercised its right to redeem,repurchase or repay the Notes in accordance with this Section 3.04(f)(ii) (and have as of the date of such Change in Control madesuch redemption, repurchase or repayment in accordance with the terms of the applicable Change in Control Offer), and whetheror not any Holder has made a demand or request therefor, the Issuer shall on the date of such Change in Control notify the Agentin writing (and the Agent shall promptly deliver such notice to each Holder in accordance with Section 12.01 of the following(such notification, a “Change in Control Offer”):

(A) that a Change in Control has occurred and that such Holder has the right to require the Issuer to jointly andseverally redeem, repurchase or repay such Holder’s Notes in an amount equal to 100% of the principal amount thereof,plus accrued and unpaid interest through the repayment date plus the Change in Control Premium plus any otherObligations then outstanding (the “Change in Control Redemption Amount” and such amount in the aggregate for all suchNotes (or parts thereof) accepting such offer under and in accordance with this Section 3.04(f), the “Aggregate Change inControl Redemption Amount”));

(B) the circumstances and relevant facts and financial information regarding such Change in Control;

(C) the redemption, repurchase or repayment date (which shall be no earlier than ten (10) Business Days nor anylater than twenty (20) Business Days from the date on which the Agent is notified under Section 3.04(f)(ii)) (the “Changein Control Redemption Date”);

(D) that unless the Issuer defaults in making the payment, all Notes accepted for redemption, repurchase orrepayment pursuant to the Change in Control Offer will cease to accrue interest on the Change in Control RedemptionDate;

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(E) that Holders will be required to notify the Agent of their election in accordance with Section 3.04(f)(iii) belowprior to the close of business on the third Business Day preceding the Change in Control Redemption Date;

(F) that the Holders whose Notes are being redeemed, repurchased or prepaid only in part will be issued new Notesequal in principal amount to the unpurchased portion of the Notes surrendered promptly upon the surrender thereof.

(iii) Each Holder (or its appointee) shall reply to the Agent, pursuant to a writing substantially in the form of Exhibit C (the“Change in Control Election Notice”), indicating that all, part (and, if in part, the amount) or none of such Change in ControlOffer is accepted, by no later than 5:00 p.m. (New York, New York time) on the third Business Day immediately preceding theChange in Control Redemption Date; provided, however, that any Holder that fails to provide such Change in Control ElectionNotice in accordance with the terms hereof shall be conclusively deemed to have accepted such Change in Control Offer in fulland shall not be deemed in violation of any provision hereof on account of such failure.

(iv) On the Business Day immediately preceding the Change in Control Redemption Date, the Issuer shall:

(A) deposit with the Agent an amount of cash equal to the Aggregate Change in Control Redemption Amount; and

(B) deliver or cause to be delivered to the Agent (for the benefit of the Agent and the Holders) an officers’ certificatestating the Aggregate Change in Control Redemption Amount and the Change in Control Redemption Amount for eachsuch Note.

(v) On each Change in Control Redemption Date, (x) the Agent will promptly wire transfer to each accepting Holder a cashpayment in the amount of the Change in Control Redemption Amount corresponding to such Notes and (y) the Issuer willpromptly issue and send or cause to be sent to each Holder a new Note equal in principal amount to any unpurchased portion ofany Notes, if any. Any Note so accepted for redemption, repurchase or repayment will cease to accrue interest on and after theChange in Control Redemption Date, unless the Issuer defaults in paying the applicable Change in Control Redemption Amount.

(vi) The Issuer shall have the right, at its election, to make a Change in Control Offer in advance of a Change in Control if adefinitive agreement is in place for the Change in Control at the time of making the Change in Control Offer; provided, however,such Change in Control Offer shall be conditioned upon the occurrence of such Change in Control.

(vii) The Change in Control Premium due hereunder shall be calculated by the Agent and such calculation shall beconclusive and final, absent manifest error.

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Section 3.05 Application of Payments. Any payment of any Note made pursuant to Sections 3.01, 3.03 or 3.04 shall be applied asfollows:

(a) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payable to theAgent in its capacity as such;

(b) second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnitiespayable to the Holders and the other Indemnitees listed under Section 12.03 under the Note Documents;

(c) third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes;

(d) fourth, pro rata to pay the Change in Control Premium, Make-Whole Amount, Repayment Fee or other amount due andpayable pursuant to Section 3.06(g), if any, on the Notes (including, for the avoidance of doubt, any Change in Control Premium, anyMake-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 3.06(g) resulting from the prepaymentof principal under clause fifth below);

(e) fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf of theIssuer at such time;

(f) sixth, pro rata to any other Obligations; and

(g) seventh, any excess, after all of the Obligations shall have been Paid in Full in Cash, shall be paid to the Issuer or as otherwiserequired by any Governmental Requirement.

Section 3.06 General Provisions Regarding Payments.

(a) All payments by the Issuer of principal, interest, fees and other Obligations shall be made in Dollars in same day fundswithout recoupment, setoff, counterclaim or other defense, and delivered to the Agent not later than 12:00 p.m. (New York, New Yorktime) on the date due to the Agent’s Account for the account of the Holders; funds received by the Agent after that time on such duedate shall be deemed to have been paid by the Issuer on the next Business Day.

(b) All prepayments in respect of the principal amount of any Note shall be accompanied by payment of accrued interest on theprincipal amount being repaid or prepaid.

(c) The Agent shall promptly distribute to each Holder at such address as such Holder shall indicate in writing, such Holder’sapplicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts duethereto, including all fees payable with respect thereto, to the extent received by the Agent.

(d) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shallbe made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment ofinterest hereunder.

(e) The Agent shall deem any payment by or on behalf of the Issuer hereunder that is not made in same day funds at or prior to12:00 p.m. (New York, New York time) to be a non-conforming payment. Any such payment shall not be deemed to have beenreceived by the Agent until the later of (i) the time such funds become available funds, and (ii) the next Business Day. Interest and feesshall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (butin no event less than the period from the date of such payment to the next succeeding Business Day) at the applicable rate determinedpursuant to Section 3.02(a) from the date such amount was due and payable until the date such amount is paid in full.

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(f) If an Event of Default shall have occurred and not otherwise been waived, all payments or proceeds received by the Agenthereunder in respect of any of the Obligations shall be applied first, to payment or reimbursement of that portion of the Obligationsconstituting fees, expenses and indemnities payable to the Agent (including any costs and expenses related to foreclosure or realizationupon, or protecting, Collateral) in its capacity as such, second, pro rata to payment or reimbursement of that portion of the Obligationsconstituting fees, expenses and indemnities payable to the Holders and the other Indemnitees listed under Section 12.03 under the NoteDocuments, third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes, fourth, pro rata topay the Change in Control Premium, the Make-Whole Amount, Repayment Fee or other amount due and payable pursuant toSection 3.06(g), if any, on the Notes (including, for the avoidance of doubt, any Change in Control Premium, any Make-WholeAmount, any Repayment Fee or other amount due and payable pursuant to Section 3.06(g) resulting from the prepayment of principalunder clause fifth below), fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or onbehalf of the Issuer at such time, sixth, pro rata to any other Obligations, and seventh, any excess, after all of the Obligations shall havebeen Paid in Full in cash, shall be paid to the Issuer or as otherwise required by any Governmental Requirement.

(g) Make Whole Amount; Repayment Fee. Upon any prepayment of the Notes, whether optional or mandatory (other than anyprepayments pursuant to Section 3.04(a) solely with Net Insurance/Condemnation Proceeds or Section 3.04(f)), whether suchprepayment occurs as a result of an acceleration of the Notes pursuant to Section 10.02 (whether automatic or optional acceleration)following an Event of Default or otherwise or at the Issuer’s option, which the Issuer may, upon notice as provided above, make for all(or any portion) of the Notes, the Issuer shall make an additional payment to the Agent for the account of the Holders in an aggregateamount equal to (x) if such prepayment or acceleration occurs on or prior to the twenty-four (24) month anniversary of the EffectiveDate (the “Make-Whole Expiry Date”), the Make-Whole Amount determined for the prepayment date with respect to such principalamount plus 3.0% of the principal of such prepaid or accelerated amount plus any accrued and unpaid interest and other amounts duethereon or (y) if such prepayment or acceleration occurs thereafter, a fee (the “Repayment Fee”), in an amount equal to the product of(X) if such prepayment or acceleration occurs following the Make-Whole Expiry Date but on or prior to the thirty-six (36) monthanniversary of the Effective Date, 3.0% of the principal of such prepaid or accelerated amount, (Y) if such prepayment occursfollowing the thirty-six (36) month anniversary of the Effective Date but on or prior to the forty-eighth (48) month anniversary of theEffective Date, 1.5% of the principal of such prepaid or accelerated amount, and (Z) if such prepayment occurs following the forty-eighth (48) month anniversary of the Effective Date, 0.0% of such prepaid or accelerated amount plus in each case, any accrued andunpaid interest and other amounts due thereon.

(h) Presentment of the Notes by the Holder is not a condition to receipt of payment on the Maturity Date or any earlierredemption.

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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 Issuer . The Issuer shall make each payment required to be made by it hereunder (whether of principal,interest or fees, or of amounts payable under Section 5.01, Section 5.03 or otherwise) prior to 11:00 a.m. (New York, New York time)on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, oncepaid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date shallbe deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such paymentsshall be made to the Agent at its offices specified in Section 12.01, except that payments pursuant to Section 5.01, Section 5.03 andSection 12.03 shall be made directly to the Persons entitled thereto. The Agent shall distribute any such payments received by it for theaccount of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on aday that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of anypayment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made inDollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Agent to pay fullyall amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and feesthen 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 then due hereunder, ratably among the parties entitled thereto in accordance withthe amounts of principal then due to such parties.

(c) Ratable Sharing. The Holders hereby agree among themselves that, except as otherwise provided in the Security Instrumentswith respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether byvoluntary payment (other than a voluntary prepayment of Notes purchased and applied in accordance with the terms hereof), throughthe exercise of any right of set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the NoteDocuments or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive paymentor reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Holderhereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Holder) which is greater than theproportion received by any other Holder in respect of the Aggregate Amounts Due to such other Holder, then the Holder receiving suchproportionately greater payment shall (a) notify Agent and each other Holder of the receipt of such payment and (b) apply a portion ofsuch payment to purchase Notes (which it shall be deemed to have purchased from each seller of a Note simultaneously upon thereceipt by such seller of its portion of such payment) in the ratable Aggregate Amounts Due to the other Holders so that all suchrecoveries of Aggregate Amounts Due shall be shared by all Holders in proportion to the Aggregate Amounts Due to them; provided,that if all or part of such proportionately greater payment received by such purchasing Holder is thereafter recovered from such Holderupon the bankruptcy or reorganization of the Issuer or otherwise, those purchases to that extent shall be rescinded and the purchaseprices paid for such Notes shall be returned to such purchasing Holder ratably to the extent of such recovery, but without interest. TheIssuer expressly consents to the foregoing arrangement and agrees that any Holder of a Note so purchased may exercise any and allrights of banker’s lien, set off or counterclaim with respect to any and all monies owing by the Issuer to that Holder with respect theretoas fully as if that Holder were owed the amount of the Note held by that Holder.

Section 4.02 [Reserved].

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Section 4.03 [Reserved].

Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Issuer and/or the Guarantors unto and infavor of the Agent for the benefit of the Secured Parties of all of the Issuer’s or each Guarantor’s interest in and to production and allproceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments furtherprovide in general for the application of such proceeds to the satisfaction of the Obligations and other obligations described therein andsecured thereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default,(a) the Agent agrees that it will neither notify the purchaser or purchasers of such production nor take any other action to cause suchproceeds to be remitted to the Agent, but the Agent will instead permit such proceeds to be paid to the Issuer and its Subsidiaries and (b) theHolders hereby authorize the Agent to take such actions as may be necessary to cause such proceeds to be paid to the Issuer and/or suchSubsidiaries.

ARTICLE VIncreased Costs; Taxes

Section 5.01 Increased Costs. Subject to the provisions of Section 5.03 (which shall be controlling with respect to the matters coveredthereby), in the event that any Holder shall determine (which determination shall, absent manifest error, be final and conclusive and bindingupon all parties hereto) that any Governmental Requirement, or any change therein or in the interpretation, administration or applicationthereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court orGovernmental Authority, in each case that becomes effective after the date hereof, or compliance by such Holder with any guideline,request or directive issued or made after the date hereof by any central bank or other Governmental Authority or quasi-GovernmentalAuthority (whether or not having the force of law): (a) subjects such Holder (or its Applicable Office) to any additional Tax (other than anyIndemnified Tax or any Excluded Tax) with respect to this Agreement or any of the other Note Documents or any of its obligationshereunder or thereunder or any payments to such Holder (or its Applicable Office) of principal, interest, fees or any other amount payablehereunder or its deposits, reserves or capital attributable thereto; (b) imposes, modifies or holds applicable any reserve (including anymarginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirementagainst assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or anyother acquisition of funds by, any office of such Holder; or (c) imposes any other condition (other than with respect to a Tax matter) on oraffecting such Holder (or its Applicable Office) or its obligations hereunder; and the result of any of the foregoing is to increase the cost tosuch Holder of agreeing to purchase, purchasing or maintaining Notes hereunder or to reduce any amount received or receivable by suchHolder (or its Applicable Office) with respect thereto; then, in any such case, Issuer shall promptly pay to such Holder, upon receipt of thestatement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method ofcalculating, interest or otherwise as such Holder shall reasonably determine) as may be necessary to compensate such Holder for any suchincreased cost or reduction in amounts received or receivable hereunder. Such Holder shall deliver to Issuer (with a copy to the Agent) awritten statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Holder under thisSection 5.01, which statement shall be conclusive and binding upon all parties hereto absent manifest error

Section 5.02 [Reserved].

Section 5.03 Taxes.

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(a) Payments Free of Taxes. All sums payable by or on account of any Note Party hereunder and under the other Note Documentsshall (except to the extent otherwise required by law) be paid free and clear of, and without any deduction or withholding on account of,any Taxes.

(b) Withholding of Taxes. If any Note Party or the Agent is required by law to make any deduction or withholding for or onaccount of any Tax from any sum paid or payable under any of the Note Documents: (i) the Issuer shall notify the Agent of any suchrequirement or any change in any such requirement as soon as the Issuer becomes aware of it; (ii) the Issuer or the Agent shall beentitled to make such deduction or withholding and shall pay (or cause to be paid) any such Tax to the relevant GovernmentalAuthority before the date on which penalties attach thereto; (iii) if such Tax is an indemnified Tax, the sum payable by such Note Partyin respect of which the relevant deduction or withholding is required shall be increased to the extent necessary to ensure that after anysuch deduction or withholding of Indemnified Tax, Agent or such Holder, as the case may be, and each of their Tax Related Personsreceives on the due date a net sum equal to what it would have received had no such deduction or withholding been made; and(iv) within thirty (30) days after making any such deduction or withholding, the Issuer shall deliver to the Agent evidence satisfactoryto the other affected parties of such deduction or withholding and of the remittance thereof to the relevant taxing or other authority;provided, that for the avoidance of doubt, no such additional amount shall be required to be paid to any Holder or Agent under clause(iii) above for, and Indemnified Taxes shall not include, any of the following Taxes, (A)any U.S. federal withholding Tax in effect andapplicable as of the date hereof (in the case of each Holder listed on the signature pages hereof on the Effective Date) or on theeffective date of the Assignment Agreement pursuant to which such Holder became a Holder (in the case of each other Holder) or onthe date the Holder changes its Applicable Office, except to the extent that, pursuant to Section 5.03, amounts with respect to such U.S.federal withholding Taxes were payable (1) to such Holder’s assignor (including each of their Tax Related Persons) immediately beforesuch Holder becomes a party hereto or (2) such Holder immediately before such Holder changed its Applicable, (B) any Tax on theOverall Net Income of the Holder or its Tax Related Persons, (C) any U.S. federal withholding Tax imposed under FATCA or (D) anyTax attributable to the Holder’s failure to comply with Section 5.03(e) (all such amounts described in clause (A), (B), (C) and (D),“Excluded Taxes”).

(c) Other Taxes. In addition, the Note Parties shall pay all Other Taxes to the relevant Governmental Authorities in accordancewith applicable law. The Note Parties shall deliver to the Agent official receipts or other evidence of such payment reasonablysatisfactory to the Requisite Holders in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxesor Other Taxes.

(d) Indemnification by the Holders. The Note Parties shall indemnify Agent and each Holder, within ten (10) days after writtendemand therefor, for the full amount of any Indemnified Taxes paid or incurred by the Agent or such Holder or their respective TaxRelated Persons, as the case may be, relating to, arising out of, or in connection with any Note Document or any payment or transactioncontemplated hereby or thereby, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority, and all reasonable expenses and costs arising therefrom or with respect thereto; provided, however, that theNote Parties shall not be required to indemnify Agent and Holders in duplication of Indemnified Taxes covered by Section 5.03(b) or5.03(c). Notwithstanding the foregoing, any indemnification under this Section 5.03(d) shall be made on an after-Tax basis (includingany Tax on the Overall Net Income), such that after all required deductions and payments of all Taxes and any expenses and costs, eachof the Agent, the Holders and each of their respective Tax Related Persons receives and retains an amount equal to the sum it wouldhave received and retained had it not paid or incurred

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or been subject to such Taxes or expenses and costs. A certificate as to the amount of such payment or liability delivered to the Issuerby a Holder (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Holder, shall be conclusive absent manifesterror.

(e) Administrative Requirements; Forms Provision. Each Holder that is a U.S. Person for U.S. federal income tax purposes shalldeliver to the Issuer and the Agent, on or prior to the Effective Date (in the case of each Holder listed on the signature pages hereof onthe Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Holder (in the case of eachother Holder), and at such other times as may be necessary in the determination of the Issuer or Agent (each in the reasonable exerciseof its discretion), two executed copies of Internal Revenue Service (the “IRS”) Form W-9 establishing an exemption from a U.S. federalbackup withholding Tax. Each Holder that is not a U.S. Person for U.S. federal income tax purposes (a “Non-U.S. Holder”) shall, to theextent it is legally entitled to do so, deliver to the Agent and the Issuer, on or prior to the Effective Date (in the case of each Holderlisted on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement or joinder agreementpursuant to which it becomes a Holder (in the case of each other Holder), and at such other times as may be necessary in thedetermination of the Issuer or Agent (each in the reasonable exercise of its discretion), whichever of the following described in clauses(i) through (iv) below is applicable, accurately completed and in a manner reasonably acceptable to the Issuer:

(i) in the case of a Non-U.S. Holder 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 Note Document, two executed copies of IRS Form W-8BEN or IRS FormW-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article ofsuch tax treaty, and (y) with respect to any other applicable payments under any Note Document, two executed copies of IRSForm W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuantto the “business profits” or “other income” article of such tax treaty;

(ii) two executed copies of IRS Form W-8ECI;

(iii) in the case of a Non-U.S. Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) ofthe Code, (1) a certificate substantially in the form of Exhibit H-1 to the effect that such Non-U.S. Holder is not a “bank” withinthe meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Issuer within the meaning of Section 881(c)(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 (2) two executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(iv) to the extent a Non-U.S. Holder is not the beneficial owner of a Note, two executed copies of IRS Form W-8IMY,accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantiallyin the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, asapplicable; provided that if the Non-U.S. Holder is a partnership and one or more direct or indirect partners of such Non-U.S.Holder are eligible to claim the portfolio interest exemption, such Non-U.S. Holder shall provide a U.S. Tax ComplianceCertificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner.

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Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matterspursuant to this Section 5.03(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or otherevidence, whenever a lapse in time or change in circumstances renders such forms certificates or other evidence obsolete or inaccurate inany material respect, that such Holder shall promptly deliver to the Agent and the Issuer two new executed copies of IRS Form W-8BEN,IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI (or any successor form(s) of any of the foregoing), and as applicable, aU.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under theCode and reasonably requested by the Issuer to confirm or establish that such Holder is not subject to deduction or withholding of U.S.federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at areduced rate, or notify the Agent and the Issuer of its inability to deliver any such forms, certificates or other evidence. Nothing in thisSection 5.03 shall be construed to require a Holder (or any Tax Related Person of any Holder) to provide any forms or documentation that itis not legally entitled to provide.

On or before the date on which Agent (and any successor replacement Agent) becomes the Agent, it shall deliver to the Issuer two executedcopies of IRS Form W-9 establishing an exemption from U.S. federal backup withholding Tax. The Agent (or, upon assignment orreplacement, any assignee or successor) agrees that if any form or certification it previously delivered expires or becomes obsolete, it shallupdate such form or certification or promptly notify the Issuer in writing of its inability to do so.

(f) If a payment made to a Holder under any Note Document would be subject to U.S. federal withholding Tax imposed byFATCA if such Holder 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 Holder shall deliver to the Issuer and the Agent at the time or timesprescribed by law and at such time or times reasonably requested by the Issuer or the Agent such documentation prescribed byapplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonablyrequested by the Issuer or the Agent as may be necessary for the Issuer and the Agent to comply with their obligations under FATCAand to determine that such Holder has complied with such Holder’s obligations under FATCA or to determine the amount to deduct andwithhold from such payment. Solely for purposes of this Section 5.03(f), “FATCA” shall include any amendments made to FATCAafter the date of this Agreement.

ARTICLE VIConditions Precedent

Section 6.01 Effective Date. The obligations of the Holders to purchase their respective Notes hereunder shall not become effectiveuntil the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):

(a) The Agent shall have received from each party hereto counterparts (in such number as may be requested by the Agent) of thisAgreement signed on behalf of such party and duly executed Notes payable to each Holder that requested a Note.

(b) The Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by theAgent) of the Security Instruments, including the Guaranty Agreement, the Security Agreement, the Mortgages, the Account ControlAgreements and except in cases where no signature is required, the other Security Instruments described on Exhibit F. In connectionwith the execution and delivery of the Security Instruments, the Requisite Holders shall be reasonably satisfied that the SecurityInstruments create Second Priority Liens that

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may be perfected upon recordation of properly completed financing statements and the Security Instruments in the appropriate filingoffices therefor (except Liens permitted by Section 9.03 may exist) on at least such property satisfying the Minimum MortgageRequirements.

(c) The Agent shall have received a certificate of a Responsible Officer of each of RRI and each Note Party setting forth(i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Person to executeand deliver the Note Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) theofficers of such Person (y) who are authorized to sign the Note Documents to which such Person 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 documentsand giving notices and other communications in connection with this Agreement and the transactions contemplated hereby,(iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicableOrganizational Documents of such Person, certified as being true and complete. The Agent and the Holders may conclusively rely onsuch certificate until the Agent receives notice in writing from such Person to the contrary.

(d) The Agent shall have received certificates of the appropriate State agencies, as requested by the Requisite Holders, withrespect to the existence, qualification and good standing of RRI and each Note Party in each jurisdiction where any such Person isorganized or owns Borrowing Base Properties, except where the failure to so qualify could not reasonably be expected to result in aMaterial Adverse Effect.

(e) The Agent shall have received a certificate of a Responsible Officer of the Issuer in form and substance reasonablysatisfactory to the Requisite Holders certifying that (i) all representations and warranties of the Note Parties set forth in this Agreementare true and correct in all material respects, (ii) no Event of Default or Default exists and (iii) no Material Adverse Effect has occurredsince December 31, 2016.

(f) The Agent shall have received (i) copies of the audited consolidated financial statements, prepared in accordance with GAAP,of the Issuer and its Subsidiaries for the Fiscal Year ended December 31, 2016, (ii) copies of the unaudited consolidated financialstatements, prepared in accordance with GAAP, of the Issuer and its Subsidiaries for the Fiscal Quarters ended March 31, 2017,June 30, 2017 and September 30, 2017 and (iii) pro forma projections (including a pro forma closing balance sheet, pro formastatements of operations and cash flow) for the years 2018 through 2023 and quarterly projections through 2018 and yearly thereafter,including assumptions used in preparing the forecast financial statements, satisfactory to the Requisite Holders.

(g) [Reserved].

(h) The Agent shall have received evidence that adequate insurance, if applicable, required to be maintained in accordance withSection 7.12 is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attachedthereto in form and substance satisfactory to the Agent and the Requisite Holders and their counsel naming the Agent as additionalinsured, mortgagee, lender or loss payee, as applicable.

(i) The Agent shall have received a certificate of a Responsible Officer of the Issuer substantially in the form of Exhibit Ecertifying that, after giving effect to the consummation of the Transactions, the Note Parties are and will be Solvent.

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(j) The Agent shall have received the Initial Reserve Report accompanied by a certificate covering the matters described inSection 8.12(b)(i)-(iii).

(k) The Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and other informationpreviously requested and required by regulatory authorities under applicable “know your customer” and anti-money laundering rulesand regulations, including the USA Patriot Act.

(l) The Agent shall have received an opinion of Vinson & Elkins LLP, special counsel for the Note Parties, in form and ofsubstance reasonably acceptable to the Requisite Holders.

(m) The Agent and the Holders shall have received all fees and other amounts required to be paid under this Agreement or theother Note Documents due and payable on or prior to the Effective Date and, to the extent invoiced, reimbursement or payment of allout-of-pocket expenses required to be reimbursed or paid by the Issuer hereunder, including all fees and amount required to be paidunder the Fee Letter and the Agent Fee Letter.

(n) [Reserved].

(o) The Agent shall have received title information as the Requisite Holders may reasonably require satisfactory to the RequisiteHolders setting forth the status of title to at least 85% of the PV-9 of the Oil and Gas Properties evaluated in the Initial Reserve Report.

(p) In order to create in favor of the Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/orrecording referred to herein, perfected Second Priority security interest satisfying at least the Minimum Mortgage Requirements (aftergiving effect to the acquisition of the Whitehorse Assets being acquired pursuant to the Whitehorse Acquisition Agreement on and as ofthe Effective Date), the Agent (for delivery to the Holders) shall have received the following in the forms reasonably satisfactory to theAgent and the Requisite Holders:

(i) fully executed and notarized Mortgages for recording in all appropriate places in all applicable jurisdictions,encumbering such Oil and Gas Properties and Midstream Properties (excluding, for the avoidance of doubt, any MidstreamProperties constituting Excluded Assets); and

(ii) an amount necessary to cover all recording, stamp and similar taxes (including mortgage recording and intangible taxes)payable in connection with recording the Mortgages for such Oil and Gas Properties and Midstream Properties in the appropriatereal estate records.

(q) In order to create in favor of the Agent, for the benefit of the Secured Parties, a valid, perfected Second Priority securityinterest in substantially all personal property Collateral of the Note Parties, the Agent shall have received:

(i) evidence reasonably satisfactory to the Agent and the Requisite Holders of the compliance by each Note Party of itsrespective obligations under the Guaranty Agreement and the other Security Instruments to which it is party (including itsobligation to deliver UCC financing statements); and

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(ii) (A) the results of a recent search satisfactory to the Requisite Holders, of all effective UCC financing statements madewith respect to any personal or mixed property of each Note Party in the applicable jurisdictions, together with copies of all suchfilings disclosed by such search that will not be terminated on the Effective Date and (B) UCC termination statements for filing inall applicable jurisdictions as may be necessary to terminate any effective UCC financing statements disclosed in such search thatdo not constitute Excepted Liens or any other Liens permitted under Section 9.03.

(r) The corporate, capital and ownership structure of the Issuer and its Subsidiaries upon the Effective Date shall be reasonablysatisfactory to Requisite Holders.

(s) The Agent (for delivery to the Holders) shall have received certified copies of the First Lien Credit Agreement and, to theextent requested by the Requisite Holders, any other First Lien Loan Documents, in each case including all amendments thereto, fullyexecuted by the parties thereto, each of which shall be in form and substance reasonably satisfactory to the Requisite Holders.

(t) Except as provided in Section 8.18, the Agent shall have received copies of any ISDA schedules and credit support annexesand any other agreements evidencing collateral arrangements with any Approved Counterparties, which shall be in form and substancereasonably acceptable to the Requisite Holders.

(u) The Agent shall have received such other certificates, documents, instruments and agreements as the Requisite Holders shallreasonably request in connection with the transactions contemplated by this Agreement and the other Note Documents.

(v) [Reserved].

(w) The Agent shall have received at least two (2) Business Days prior to the Effective Date (or such shorter time period that isacceptable to the Agent and the Requisite Holders) a funds flow memorandum, in form and substance reasonably satisfactory to theRequisite Holders.

(x) The Agent shall have received a fully-executed Note Purchase Notice.

(y) The Requisite Holders shall be satisfied that the Note Parties have no outstanding Debt except for Debt permitted pursuant toSection 9.02 and the Note Parties shall not be in default with respect to such Debt.

(z) The Agent and the Requisite Holders shall have received lease operating statements for September 30, 2017 reasonablysatisfactory to the Requisite Holders.

(aa) The Notes shall be purchased net of the original issue discount described in Section 2.01.

(bb) The representations and warranties of the Issuer set forth in this Agreement shall be true and correct in all material respectson and as of the Effective Date except to the extent any representation or warranty set forth in this Agreement contains qualifiers suchas “material”, “in all material respects,” “except as could not reasonably be expected to result in, either individually or in the aggregate,a Material Adverse Effect” or similar qualifying language or similar qualifiers, then such representation or warranty shall be true andcorrect as of such date (unless such representations and warranties are stated to relate to a specific earlier date, in which case suchrepresentations and warranties shall be true and correct in all material respects as of such earlier date).

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(cc) At the time of and immediately after giving effect to the issuance of such Notes, (i) no Default or Event of Default shall haveoccurred and be continuing and (ii) no Default (as defined in the First Lien Credit Agreement) or Event of Default (as defined in theFirst Lien Credit Agreement) has occurred and is continuing.

(dd) The “Closing” (as defined in the Whitehorse Acquisition Agreement) shall have occurred (or shall occur substantiallyconcurrently with the purchase and sale of the Notes under this Agreement) on the Effective Date in accordance with the terms andconditions of the Whitehorse Acquisition Agreement, without giving effect to any modifications, amendment, waiver, supplement,addition or consent that is materially adverse to the Holders (as reasonably determined by the Requisite Holders).

(ee) The Series B Redeemable Preferred Stock Issuance shall have occurred (or shall occur substantially simultaneously with thepurchase of the Notes hereunder) in accordance with the terms of the Series B Redeemable Preferred Stock Purchase Agreement.

The Agent shall notify the Issuer and the Holders of the Effective Date, and such notice shall be conclusive and binding.

ARTICLE VIIRepresentations and Warranties

The Issuer (and RRI, in the case of Section 7.01, Section 7.02, Section 7.03, Section 7.09 and Section 7.11) represents and warrants tothe Holders that:

Section 7.01 Organization; Powers. Each of RRI and each Note Party is duly organized, validly existing and in good standing underthe laws of the jurisdiction of its organization, has all requisite power and authority, and has all governmental licenses, 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 isin good standing in, every jurisdiction where such qualification is required, except where failure to have such licenses, authorizations,consents, approvals and foreign qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability. The Transactions are within RRI’s and each Note Party’s corporate powers and have beenduly authorized by all necessary corporate and, if required, owner action. Each Note Document to which RRI and each Note Party is a partyhas been duly executed and delivered by it and constitutes its legal, valid and binding obligation, as applicable, enforceable in accordancewith its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generallyand subject to general principles of 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, orany other action by, any Governmental Authority or any other third Person (including holders of its Equity Interests or any class ofdirectors, managers or supervisors, as applicable, whether interested or disinterested, of RRI, the Issuer and any other Person), nor is anysuch consent, approval, registration, filing or other action necessary for the validity or enforceability of any Note Document or theconsummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect otherthan (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement, (ii) those third partyapprovals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have aMaterial Adverse Effect, or do not have an adverse effect on the enforceability of the

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Note Documents and (iii) those third party authorizations, approvals or consents that are customarily obtained following closing, (b) willnot violate (i) in any material respect, any applicable law or regulation or any order of any Governmental Authority or (ii) theOrganizational Documents of any Note Party, (c) will not violate or result in a default under any indenture, note, credit agreement or othersimilar instrument binding upon any Note Party or its Properties, or give rise to a right thereunder to require any payment to be made by anyNote Party and (d) will not result in the creation or imposition of any Lien on any Property of any Note Party (other than the Liens createdby the Note Documents and the First Lien Loan Documents).

Section 7.04 Financial Condition; No Material Adverse Change .

(a) Since December 31, 2016 and after giving effect to the Transactions (i) there has been no event, development or circumstancethat has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Issuer and the Note Partieshas been conducted only in the ordinary course consistent with past business practices.

(b) Neither the Issuer nor any other Note Party has on the date of this Agreement, after giving effect to the Transactions, anymaterial Debt (including Disqualified Capital Stock) other than the Obligations, the First Lien Secured Obligations, obligations underthe Issuer Preferred Units (to the extent constituting Debt) or any contingent liabilities, off-balance sheet liabilities or partnerships,liabilities for taxes, or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorablecommitments.

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 orGovernmental Authority pending against or, to the knowledge of the Issuer, threatened in writing against any Note Party that (i) are notfully covered by insurance (except for normal deductibles) as to which there is a reasonable possibility of an adverse determinationthat, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or(ii) involve any Note Document 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 the aggregate, has resulted in 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 not reasonably be expected to have a Material Adverse Effect (or for each Note Party’s Oil and Gas Properties where another partyother than such Note Party is the operator, to the knowledge of the Issuer could not reasonably be expected to have a Material AdverseEffect):

(a) While the Note Parties have operated Properties, the Note Parties and each of their respective Properties and operationsthereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;

(b) the Note Parties have obtained all Environmental Permits required for their respective operations and each of their Properties,with all such Environmental Permits being currently in full force and effect, and no Note Party has received any written notice that anysuch existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of anyexisting Environmental Permit will be denied;

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(c) the Note Parties have not received any written claims, demands, suits, orders, inquiries, or proceedings concerning anyviolation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or,to the Issuer’s knowledge, threatened against any Note Party or any of their respective Properties or as a result of any operations at theProperties;

(d) none of the Note Parties owns or operates a treatment, storage, or disposal facility requiring a permit under the RCRA,regulations thereunder or any comparable state delegated Resource Conservation and Recovery Act program;

(e) except as permitted under applicable laws, there has been no Release or, to the Issuer’s knowledge, threatened Release, ofHazardous Materials attributable to the operations of any Note Party at, on, under or from any Note Party’s Properties and there are noinvestigations, remediations, abatements, removals of Hazardous Materials required under applicable Environmental Laws relating tosuch Releases or threatened Releases or at such Properties and, to the knowledge of the Issuer, none of such Properties are adverselyaffected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property;

(f) no Note Party has received any written notice asserting an alleged liability or obligation under any Environmental Laws withrespect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, including at, under, orReleased or threatened to be Released from any real properties offsite the Note Party’s Properties and there are no conditions orcircumstances that would reasonably be expected to result in the receipt of such written notice;

(g) to the Note Party’s knowledge, there has been no exposure of any Person or Property to any Hazardous Materials as a result ofor in connection with the operations and businesses of any Note Party or relating to any of their Properties that would reasonably beexpected to form the basis for a claim against any Note Party for damages or compensation and, to the Issuer’s knowledge, there are noconditions or circumstances that would reasonably be expected to result in the receipt of notice regarding such exposure;

(h) no Note Party has assumed or retained any liability of another Person under Environmental Law or relating to HazardousMaterials, and, to the Issuer’s knowledge, no Note Party otherwise has any liability under any Environmental Laws or relating toHazardous Materials; and

(i) the Note Parties have provided to the Holders complete and correct copies of all environmental site assessment reports,investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any allegednon-compliance with or liability under Environmental Laws) that are in any Note Party’s possession or control and relating to theirrespective Properties or operations thereon.

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

(a) Each Note Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements andother instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and othergovernmental

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authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so,individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) No Note Party is in default nor has any event or circumstance occurred which, but for the expiration of any applicable graceperiod or the giving of notice, or both, would constitute a default or would require such Note Party to Redeem or make any offer toRedeem all or any portion of any Debt outstanding under any indenture, note, credit agreement or other similar instrument pursuant towhich any Material Indebtedness is outstanding or by which the Note Parties or any of their Properties is bound.

(c) No Default has occurred and is continuing.

Section 7.08 Investment Company Act. No Note Party is an “investment company” or a company “controlled” by an “investmentcompany,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 Taxes. RRI and each Note Party has timely filed or caused to be filed all Tax returns and reports required to have beenfiled and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith byappropriate proceedings and for which RRI or the applicable Note Party has set aside on its books adequate reserves in accordance withGAAP or (b) to the extent that the failure to do so could not reasonably be expected to result, individually or in the aggregate, in a MaterialAdverse Effect. To the knowledge of RRI or the Issuer, no material proposed Tax assessment is being asserted with respect to RRI or anyNote Party.

Section 7.10 ERISA. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a MaterialAdverse Effect:

(a) Each Plan is, and has been, operated, administered and maintained in substantial compliance with, and the Issuer and eachERISA Affiliate have complied with ERISA, the terms of the applicable Plan and, where applicable, the Code.

(b) No act, omission or transaction has occurred that could result in imposition on the Issuer or any ERISA Affiliate (whetherdirectly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a taximposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under Section 409 ofERISA.

(c) No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Issuer or any ERISAAffiliate has been or is reasonably expected by any Note Party or any ERISA Affiliate to be incurred with respect to any Plan.

(d) No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be expected to result in liabilityof the Issuer under Title IV of ERISA to the Plan or the PBGC.

(e) The actuarial present value of the benefit liabilities under each Plan does not, as of the end of the Issuer’s most recently endedFiscal Year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) ofsuch Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaningspecified in Section 4041 of ERISA.

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(f) Neither the Issuer nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year periodpreceding the date hereof sponsored, maintained or contributed to, or had any actual liability to any Multiemployer Plan.

Section 7.11 Disclosure; No Material Misstatements. RRI and the Issuer have disclosed to the Agent and the Holders all agreements,instruments and corporate or other restrictions to which RRI, the Issuer or any other Note Party is subject, and all other existing facts andcircumstances applicable to RRI, the Issuer or any other Note Party known to RRI or the Issuer, that, individually or in the aggregate, couldreasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other informationfurnished by or on behalf of RRI, the Issuer or any other Note Party to the Agent or any Holder or any of their Affiliates in connection withthe negotiation of this Agreement or any other Note Document or delivered hereunder or under any other Note Document (as modified orsupplemented by other information so furnished) contain any material misstatement of fact or omits to state any material fact necessary tomake the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect toprojected financial or other information, RRI, the Issuer and the other Note Parties represent only that such information was prepared ingood faith based upon assumptions believed to be reasonable at the time. There are no statements or conclusions in any Reserve Reportwhich 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 and production and costestimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and RRI, the Issuerand the other Note Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Section 7.12 Insurance. For the benefit of each Note Party, the Issuer has (a) all insurance policies sufficient for the compliance by theNote Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, or self-insurance, in atleast such amounts and against such risk (including public liability) that are usually insured against by companies similarly situated andengaged in the same or a similar business for the assets and operations of the Note Parties. Schedule 7.12, as of the date hereof, sets forth alist of all insurance maintained by the Issuer. The Agent, as the Agent for the benefit of the Secured Parties, has been named as additionalinsureds in respect of such liability insurance policies and the Agent, as the Agent for the benefit of the Secured Parties, has been named asloss payee with respect to Property loss insurance.

Section 7.13 Restriction on Liens. Neither the Issuer nor any Note Party is a party to any material agreement or arrangement (otherthan (x) the First Lien Loan Documents and (y) Purchase Money Security Interests and Capital Leases creating Liens permitted bySection 9.03(c), but then only on the Property subject of such Purchase Money Security Interests or Capital Lease), or subject to any order,judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Agent and the Holders on or in respectof their Properties to secure the Obligations and the Note Documents.

Section 7.14 Note Parties. Except as set forth on Schedule 7.14 or as disclosed in writing to the Agent (which shall promptly furnish acopy to the Holders), which shall be a supplement to Schedule 7.14, there are no other Note Parties.

Section 7.15 Foreign Operations. The Issuer and the other Note Parties do not own any Oil and Gas Properties not located within thegeographical boundaries of the United States.

Section 7.16 Location of Business and Offices. The Issuer’s jurisdiction of organization is Delaware; the name of the Issuer as listedin the public records of its jurisdiction of organization is Rosehill Operating Company, LLC; and the organizational identification numberof the Issuer in its jurisdiction of

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organization is 6199183 (or, in each case, as set forth in a notice delivered to the Agent pursuant to Section 8.01(l) in accordance withSection 12.01). The Issuer’s principal place of business and chief executive offices are located at the address specified in Section 12.01 (oras set forth in a notice delivered pursuant to Section 8.01(l) and Section 12.01(c)). Each Note Party’s jurisdiction of organization, name aslisted in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and thelocation of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuantto Section 8.01(l)).

Section 7.17 Properties; Defensible Title, Etc.

(a) Each Note Party has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered ReserveReport and good title to all its personal Properties other than Properties sold in compliance with Section 9.11 from time to time, in eachcase, free and clear of all Liens except Liens permitted by Section 9.03. After giving full effect to Liens permitted by Section 9.03, theNote Party specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the mostrecently delivered Reserve Report, and except as otherwise provided by statute, regulation or the standard and customary provisions ofany applicable joint operating agreement, the ownership of such Properties shall not in any material respect obligate the Note Party tobear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess ofthe working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a correspondingproportionate increase in the Note Party’s net revenue interest in such Property.

(b) All material leases and agreements necessary for the conduct of the business of the Note Parties are valid and subsisting, infull force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or bothwould give 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 Note Parties including all easements and rights of way,include all rights and Properties necessary to permit the Note Parties to conduct their business in all material respects in the samemanner as its business is conducted on the date hereof.

(d) Each Note Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Propertymaterial to its business, and the use thereof by the Note Party does not infringe upon the rights of any other Person, except for any suchinfringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The NoteParties 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 thebusiness of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have aMaterial Adverse Effect.

Section 7.18 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a MaterialAdverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Note Parties have been maintained, operated anddeveloped in a reasonably prudent manner and in conformity with all Governmental Requirements and in conformity with the provisions ofall leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts

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and agreements forming a part of the Oil and Gas Properties of the Note Parties. Specifically in connection with the foregoing, except forthose as could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Note Parties is subject tohaving allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of anyoverproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and GasProperties (or Properties unitized therewith) of the Note Parties is deviated from the vertical more than the maximum permitted byGovernmental Requirements, and such wells are bottomed under and are producing from, and the well bores are wholly within, the Oil andGas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Note Parties. All pipelines,wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the NoteParties that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and withrespect to such of the foregoing which are operated by the Note Parties, in a manner consistent with the Note Parties’ past practices (otherthan those the failure of which to maintain in accordance with this Section 7.18 could not reasonably be expected to have a MaterialAdverse Effect).

Section 7.19 Gas Imbalances; Prepayments. Except as set forth on Schedule 7.19 or on the most recent certificate delivered pursuantto Section 8.12(b), on a net basis there are no gas imbalances take or pay or other prepayments which would require any Note Party todeliver Hydrocarbons produced from their Oil and Gas Properties at some future time without then or thereafter receiving full paymenttherefor exceeding two percent (2.0%) of the aggregate volumes of natural gas (on an Mcf basis) listed in the most recent Reserve Report.

Section 7.20 Marketing of Production. Except for contracts listed and in effect on the date hereof on Schedule 7.20, and thereaftereither disclosed in writing to the Agent or included in the most recently delivered Reserve Report, (a) the Note Parties are receiving a pricefor all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not havingdeliveries curtailed substantially below the subject Property’s delivery capacity and (b) no material agreements exist which are notcancelable on 90 days’ notice or less without penalty or detriment for the sale of production from the Note Parties’ Hydrocarbons(including calls on or other rights to purchase, production, whether or not the same are currently being exercised) that (i) pertain to the saleof production at a fixed price and (ii) have a maturity or expiry date of longer than six (6) months from the date hereof.

Section 7.21 Security Instruments. The Security Instruments are effective to create in favor of the Agent, for the benefit of theSecured Parties, a legal, valid and enforceable security interest in the Mortgaged Property and Collateral and proceeds thereof. TheObligations are and shall be at all times secured by a legal, valid and enforceability perfected Second Priority Liens in favor of the Agent,covering and encumbering the Mortgaged Properties and other Collateral, to the extent perfection has occurred or will occur, by therecording of a mortgage, the filing of a UCC financing statement or, with respect to Equity Interests represented by certificates, bypossession (in each case, to the extent available in the applicable jurisdiction); provided that, except in the case of pledged Equity Interestsor as otherwise provided herein, Liens permitted by Section 9.03 may exist.

Section 7.22 Swap Agreements and Eligible Contract Participant. Schedule 7.22 sets forth a true and complete list of all SwapAgreements of the Note Parties as of the date hereof. After the date hereof, each report required to be delivered by the Issuer pursuant toSection 8.01(d) sets forth a true and complete list of all Swap Agreements of the Note Parties, the material terms thereof (including thetype, term, effective date, termination date and notional amounts or volumes), the estimated net mark to market value thereof, all creditsupport agreements relating thereto (including any margin required or supplied, but excluding the Security Instruments) and thecounterparty to each such agreement.

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Section 7.23 Use of Proceeds. The proceeds of the Notes shall be used (i) finance a portion of the purchase price of the WhitehorseAsset Acquisition, (ii) to provide funds for working capital, (iii) to finance capital expenditures, (iv) for the acquisition and development bythe Issuer and its Subsidiaries of Oil and Gas Properties permitted hereunder and (v) for general corporate purposes of the Issuer and itsSubsidiaries. No Note Party is engaged principally, or as one of its or their important activities, in the business of extending credit for thepurpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of theBoard). No part of the proceeds of any Note will be used for any purpose which violates the provisions of Regulations T, U or X of theBoard.

Section 7.24 Solvency. After giving effect to the Transactions, (a) the aggregate assets (after giving effect to amounts that couldreasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Note Parties, takenas a whole, will exceed the aggregate Debt of the Note Parties on a consolidated basis, as the Debt becomes absolute and matures, (b) eachNote Party will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (aftertaking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its liabilities, andgiving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as suchDebt becomes absolute and matures and (c) each Note Party will not have (and will have no reason to believe that it will have thereafter)unreasonably small capital for the conduct of its business.

Section 7.25 Anti-Corruption Laws; Sanctions; OFAC.

(a) The Issuer has implemented and maintains in effect policies and procedures designed to ensure compliance by the Issuer, itsSubsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicableSanctions.

(b) The Issuer, its Subsidiaries, their respective officers and employees and, to the knowledge of the Issuer, its directors andagents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged inany activity that would reasonably be expected to result in any Note Party being designated as a Sanctioned Person.

(c) None of (i) the Issuer, any Subsidiary or any of their respective directors, officers or employees, or (ii) to the knowledge of theIssuer, any agent of the Issuer that will act in any capacity in connection with or benefit from the credit facility established hereby, is aSanctioned Person. The Issuer will not directly or, to its knowledge, indirectly use the proceeds from the Notes or lend, contribute orotherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing theactivities of any Person currently subject to any applicable Sanctions.

Section 7.26 EEA Financial Institution. No Note Party is an EEA Financial Institution.

Section 7.27 Private Offering. Neither the Issuer nor anyone acting on its behalf has offered the Notes or any similar securities forsale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person otherthan the Holders and not more than ten (10) other Institutional Investors, each of which has been offered the Notes at a private sale forinvestment. Neither the Issuer nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale ofthe Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue skylaws of any applicable jurisdiction.

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ARTICLE VIIIAffirmative Covenants

Until Payment in Full, the Issuer (and in the case of Sections 8.01(a), (b), (c), (f), and (g) and Section 8.04, RRI) covenants and agreeswith the Holders that:

Section 8.01 Financial Statements; Other Information. The Issuer will furnish to the Agent and each Holder:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than(i) May 15, 2018 (or such longer time as may be agreed by the Requisite Holders), for the fiscal year ended December 31, 2017 and (ii)90 days after the end of each Fiscal Year of RRI, commencing with the Fiscal Year ended December 31, 2018, the auditedconsolidating and consolidated balance sheet for RRI and its Consolidated Subsidiaries and related statements of operations, members’equity, as applicable, and cash flows as of the end of and for such year, setting forth in comparative form the figures for the previousFiscal Year, all reported on by independent public accountants of recognized national standing (without a “going concern” or likequalification or exception and without any qualification or exception as to the scope of such audit other than any consistencyqualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur)to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results ofoperations of RRI and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided,that the foregoing requirements shall be deemed satisfied by delivery of the audited financial statements of RRI for such fiscal year thatare filed by RRI with the SEC (so long as (A) the same are so filed by May 15, 2018 (or such longer time as agreed by the RequisiteHolders above) for the fiscal year ended December 31, 2017, or within the 90-day period specified above commencing with the fiscalyear ended December 31, 2018, and otherwise delivered in accordance with Section 12.01(b)), (B) neither RRI nor the IntermediateHoldco, if applicable, owns any assets other than the Equity Interests of the Issuer and, in the case of RRI, assets incidental to themanagement and advisory services provided to the Note Parties, or the Intermediate Holdco, if applicable, in the ordinary course oftheir respective business (including legal, accounting, tax and other management and advisory services) and (C) neither RRI nor theIntermediate Holdco, if applicable, has incurred any Debt).

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not laterthan 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of RRI, the unaudited consolidating andconsolidated balance sheet for RRI and its Consolidated Subsidiaries and related statements of operations, members’ equity, asapplicable, and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth incomparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) theprevious Fiscal Year, all certified by a Responsible Officer of RRI as presenting fairly in all material respects the financial conditionand results of operations of RRI and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistentlyapplied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the foregoing requirements shall bedeemed satisfied by delivery of the unaudited financial statements of RRI for such fiscal quarter that are filed by RRI with the SEC (solong as the same are so filed within the 45-day period specified above and otherwise delivered in accordance with Section 12.01(b)), (i)neither RRI nor the Intermediate Holdco, if applicable, owns any assets other than the Equity Interests of the Issuer and, in the case ofRRI, assets incidental to the management and advisory services provided to the Note Parties, or the Intermediate Holdco, if applicable,in the ordinary course of their respective business (including legal, accounting, tax and other management and advisory services) and(ii) neither RRI nor the Intermediate Holdco, if applicable, has incurred any Debt).

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(c) Certificate of Responsible Officer – Compliance . Concurrently with any delivery of financial statements under Section 8.01(a)or Section 8.01(b), a certificate of a Responsible Officer of each of RRI and the Issuer in substantially the form of Exhibit D hereto(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken orproposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the financialcovenant set forth in Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the dateof the most recently delivered financial statements referred to in Section 8.01(a) and (b) and, if any such change has occurred,specifying the effect of such change on the financial statements accompanying such certificate (the “Compliance Certificate”).

(d) Certificate of Responsible Officer – Swap Agreements . Concurrently with any delivery of financial statements underSection 8.01(b), a certificate of a Responsible Officer, in form and substance satisfactory to the Requisite Holders, setting forth as ofthe last Business Day of the period covered by such financial statements, a true and complete list of all Swap Agreements of each NoteParty, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), any newcredit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required orsupplied under any credit support document, and the counterparty to each such agreement.

(e) Certificate of Insurer – Insurance Coverage. Concurrently with any delivery of financial statements under Section 8.01(a), andwithin ten (10) Business Days following each change in the insurance maintained in accordance with Section 8.07, certificates ofinsurance coverage with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Requisite Holders,and, if requested by the Agent or any Holder, all copies of the applicable policies.

(f) Other Accounting Reports. Promptly upon receipt thereof, a copy of each other report or letter submitted to RRI or any NoteParty by independent accountants in connection with any annual, interim or special audit made by them of the books of any suchPerson, and a copy of any response by such Person, or the board of directors or other appropriate governing body of such Person, tosuch letter or report.

(g) SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic andother reports, proxy statements and other materials filed by RRI or any Note Party with the SEC or with any national securitiesexchange.

(h) Notices Under Material Instruments . Promptly after the furnishing thereof, copies of any financial statement, report or noticefurnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similaragreement, other than this Agreement and not otherwise required to be furnished to the Holders pursuant to any other provision of thisSection 8.01.

(i) Lists of Purchasers. Concurrently with the delivery of any Reserve Report to the Agent pursuant to Section 8.12, a list of allPersons purchasing Hydrocarbons from any Note Party (or, with respect to Oil and Gas Properties that are not operated by a Note Party,a list of the operators of such properties).

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(j) Notice of Sales of Borrowing Base Properties and Unwinds of Swap Agreements. In the event the Issuer or any of itsSubsidiaries intends to sell, transfer, assign, or otherwise dispose of Oil and Gas Properties (or any Equity Interest of any Note Partythat owns Oil and Gas Properties) or terminate, unwind, cancel or otherwise dispose of or monetize Swap Agreements which would, inthe aggregate with all sales or dispositions of Oil and Gas Properties or terminations or monetizations of Swap Agreements since themost recent redetermination or adjustment to the Borrowing Base under the First Lien Credit Agreement or any other provision underthe First Lien Credit Agreement which requires or permits the amount of the Borrowing Base to be adjusted (or any functionallyequivalent provision under a Permitted Revolver Refinancing Credit Agreement) constitute a Material Disposition (as defined in theFirst Lien Credit Agreement or any functionally equivalent term under a Permitted Revolver Refinancing Credit Agreement), writtennotice of such disposition, termination, unwind or cancellation (and in any event within five Business Days following any such event,or by such other date as shall be reasonably acceptable to the Requisite Holders in their sole discretion), the price thereof and theanticipated date of closing and any other details thereof reasonably requested by the Agent or any Holder.

(k) Notice of Casualty Events. Prompt written notice, and in any event within ten Business Days, of the occurrence of anyCasualty Event to any Property having a fair market value in excess of $1,000,000 or the commencement of any condemnation oreminent domain action or proceeding that could reasonably be expected to result in such a Casualty Event.

(l) Information Regarding Issuer and Guarantors. Prompt written notice of (and in any event within ten (10) days prior thereto orsuch other time as the Requisite Holders may agree) any change (i) in a Note Party’s corporate name or in any trade name used toidentify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Note Party’s chiefexecutive office or principal place of business, (iii) in the Note Party’s identity or corporate structure or in the jurisdiction in whichsuch Person is incorporated or formed, (iv) in the Note Party’s jurisdiction of organization or such Person’s organizationalidentification number in such jurisdiction of organization, and (v) in the Note Party’s federal taxpayer identification number.

(m) Production Report and Lease Operating Statements. Concurrently with the delivery of any financial statements pursuant toSection 8.01(a) or (b), a report setting forth, for each Fiscal Quarter during the then current Fiscal Year to date, the volume ofproduction and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales)for each such Fiscal Quarter from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes,lease operating expenses and capital expenditures attributable thereto and incurred for each such Fiscal Quarter.

(n) Annual Budget and Projections. As soon as available, but in any event not later than 30 days after the end of each Fiscal Yearof the Issuer, the annual budget and any forecasts or projections of the Issuer.

(o) Patriot Act. Promptly upon request, all documentation and other information required by regulatory authorities underapplicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

(p) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies ofany amendment, modification or supplement to any of the Senior Unsecured Notes Documents or the Organizational Documents of theIssuer or any Subsidiary.

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(q) Senior Unsecured Notes Incurrence. Written notice that it is considering incurring Senior Unsecured Notes at least five(5) Business Days prior to the proposed incurrence of such Senior Unsecured Notes. In connection therewith the Issuer will from timeto time provide to the Agent copies of existing drafts of the Senior Unsecured Notes Documents as requested by the Agent or theRequisite Holders, and the Issuer will also promptly deliver to the Agent and the Holders copies, certified by a Responsible Officer astrue and complete, of each Senior Unsecured Notes Document following the incurrence of any Senior Unsecured Notes.

(r) Other Requested Information. Promptly following any request therefor, such other information regarding the operations,business affairs and financial condition of the Issuer or any Subsidiary (including any Plan or Multiemployer Plan and any reports orother information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Note Document, asthe Agent or any Holder may reasonably request.

(s) First Lien Loan Document Information. Promptly, but in any event within five (5) Business Days after the furnishing orreceipt thereof (provided that any material amendments or written modifications contemplated in clause (iii) below shall be providedone (1) Business Day before their execution), copies of (i) any notice of a redetermination or adjustment of the Borrowing Basepursuant to the First Lien Credit Facility, (ii) any notice of a Borrowing Base Deficiency, any notice of default or any notice related tothe exercise of remedies, in each case pursuant to the First Lien Credit Facility, (iii) any amendment or other written modification ofthe First Lien Credit Facility and (iv) copies of any material notices, reports or other written information provided under the terms ofthe First Lien Credit Facility, in each case not otherwise required to be furnished to the Agent or the Holders pursuant to any otherprovisions of the Note Documents.

(t) Non-Payment of Dividends and Distributions. Promptly, but in any event within three Business Days after the date suchpayment is due and not paid in full, written notice that RRI has not paid any dividends or distributions with respect to any of the SeriesB Redeemable Preferred Stock or the Series A Preferred Stock when due.

Section 8.02 Notices of Material Events . The Issuer will furnish to the Agent and each Holder prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by orbefore any arbitrator or Governmental Authority against or affecting the Note Parties thereof not previously disclosed in writing to theHolders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previouslydisclosed to the Holders) that, in either case, if adversely determined, could reasonably be expected to result in a Material AdverseEffect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonablybe expected to result in a Material Adverse Effect; and

(d) the occurrence of any Material Adverse Effect.

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

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Section 8.03 Existence; Conduct of Business. The Issuer will, and will cause each Note Party 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 franchisesmaterial to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oiland Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could notreasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation,liquidation or dissolution permitted under Section 9.10.

Section 8.04 Payment of Obligations. The Issuer will, and will cause each other Note Party to, pay its obligations, including Taxliabilities of each Note Party and RRI will pay its Tax liabilities, in each case, before the same shall become delinquent or in default, exceptwhere (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Note Party or RRI, as the casemay be, has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make paymentpending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 8.05 Performance of Obligations under Note Documents. The Issuer will pay the Notes according to the terms hereof, andcause each other Note Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them underthe Note Documents, including this Agreement, at the time or times and in the manner specified.

Section 8.06 Operation and Maintenance of Properties. The Issuer, at its own expense, will, and will cause each other Note Party to:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other materialProperties to be operated in as a reasonably prudent operator in accordance with the practices of the industry and in compliance with allapplicable contracts and agreements and in compliance with all applicable Governmental Requirements, including applicable pro rationrequirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from timeto time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbonsand other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a MaterialAdverse Effect.

(b) maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil andGas Properties and other Properties necessary to the conduct of its business, including all equipment, machinery and facilities as woulda reasonably prudent operator.

(c) promptly pay and discharge, or use commercially reasonable efforts to cause to be paid and discharged, all material delayrentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and GasProperties and will do all other things necessary, in accordance with industry standards, to keep unimpaired their rights with respectthereto and prevent any forfeiture thereof or default thereunder.

(d) promptly perform or use commercially reasonable 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 itsOil and Gas Properties and other material Properties.

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Section 8.07 Insurance. The Issuer will maintain, with financially sound and reputable insurance companies, insurance covering allNote Parties, 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. The loss payable clauses or provisions in the applicable insurance policy or policies insuring anyof the Collateral for the Notes shall be endorsed in favor of and made payable to the Agent as a “lender loss payee” or other formulationacceptable to the Requisite Holders and such liability policies shall name the Agent, as the Agent for the benefit of the Secured Parties, as“additional insured”. The Issuer shall cause such policies to also provide that the insurer will endeavor to give at least 30 days prior noticeof any cancellation to the Agent (or 10 days in the case of non-payment).

Section 8.08 Books and Records; Inspection Rights. The Issuer will, and will cause each other Note Party to, keep proper books ofrecord and account in accordance with GAAP. The Issuer will, and will cause each other Note Party to, permit any representativesdesignated by the Agent or any Holder, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts fromits books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonabletimes and as often as reasonably requested; provided that each Holder shall provide the Issuer and the Agent with reasonable notice prior toany visit or inspection. In the event any Holder desires to conduct an audit of any Note Party, such Holder shall make a reasonable effort toconduct such audit contemporaneously with any audit to be performed by the Agent. The Issuer shall reimburse the Agent and the Holdersfor all costs incurred in connection with such visitations and inspections; provided, however that prior to the occurrence of an Event ofDefault, the Issuer shall only be obligated to reimburse the Agent and the Holders for all costs incurred in connection with one (1) suchvisitation and inspection per year.

Section 8.09 Compliance with Laws. The Issuer will, and will cause each Note Party to, comply with all laws, rules, regulations andorders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate,could not reasonably be expected to result in a Material Adverse Effect. The Issuer will maintain in effect and enforce policies andprocedures designed to ensure compliance by the Note Parties and their respective directors, officers, employees and agents with applicableAnti-Corruption Laws and applicable Sanctions.

Section 8.10 Environmental Matters.

(a) The Issuer shall: (i) comply, and shall cause its Properties and operations and each other Note Party and each other NoteParty’s Properties and operations to comply, with all applicable Environmental Laws, except to the extent any breach thereof could notbe reasonably expected to have a Material Adverse Effect; (ii) not dispose of or otherwise Release, and shall cause each other NoteParty not to dispose of or otherwise Release, any Hazardous Material, or solid waste on, under, about or from any of the Issuer’s or theother Note Parties’ Properties or any other Property to the extent caused by the Issuer’s or any of the other Note Parties’ operationsexcept in compliance with applicable Environmental Laws, the disposal or Release of which could reasonably be expected to have aMaterial Adverse Effect; (iii) timely obtain or file, and shall cause each other Note Party to timely obtain or file, all notices, andEnvironmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operationor use of the Issuer’s or the other Note Parties’ Properties, which failure to obtain or file could reasonably be expected to have aMaterial Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each of other Note Party topromptly 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 event anyRemedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actualor suspected past, present or future disposal or other Release of any Hazardous Materials on, under,

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about or from any of the Issuer’s or the other Note Parties’ Properties, which failure to commence and diligently prosecute tocompletion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause each other Note Party to conduct,their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that couldreasonably be expected to form the basis for a claim for damages or compensation, which claim could reasonably be expected to have aMaterial Adverse Effect; and (vi) establish and implement, and shall cause each other Note Party to establish and implement, suchprocedures as may be necessary to continuously determine and assure that the Issuer’s and the other Note Parties’ obligations under thisSection 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a MaterialAdverse Effect.

(b) The Issuer will promptly, but in no event later than five Business Days of the Issuer becoming aware thereof, notify the Agentand the Holders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any demand or lawsuitby any landowner or other third party threatened in writing against the Issuer or the other Note Parties or their Properties of which theIssuer has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Issuerreasonably anticipates that such action will result in liability (whether individually or in the aggregate) in excess of $1,000,000, notfully covered by insurance, subject to normal deductibles.

(c) If an Event of Default has occurred and is continuing, the Agent may (but shall not be obligated to), at the expense of theIssuer and to the extent that the Issuer has the right to do so, conduct such Remedial Work as it deems appropriate to determine thenature and extent of any noncompliance with applicable Environmental Laws, the nature and extent of the presence of any HazardousMaterial and the nature and extent of any other environmental conditions that may exist at or affect any of the Mortgaged Properties,and the Note Parties shall cooperate with the Agent in conducting such Remedial Work. Such Remedial Work may include a detailedvisual inspection of the Mortgaged Properties, including all storage areas, storage tanks, drains and dry wells and other structures andlocations, as well as the taking of soil samples, surface water samples, and ground water samples and such other investigations oranalyses as the Agent deems appropriate. The Agent and its officers, employees, the Agents and contractors shall have and are herebygranted the right to enter upon the Mortgaged Properties for the foregoing purposes, provided that any such representative of the Agentshall comply with the Issuer’s safety, health and environmental policies and shall carry and maintain adequate insurance coveragesappropriate or customary for the tasks to be performed.

Section 8.11 Further Assurances.

(a) The Issuer at its sole expense will, and will cause each other Note Party to, promptly execute and deliver to the Agent all suchother documents, agreements and instruments reasonably requested by the Agent or the Requisite Holders to comply with, cure anydefects or accomplish the conditions precedent, covenants and agreements of any Note Party or RRI, as the case may be, in the NoteDocuments or to further evidence and more fully describe the collateral intended as security for the Obligations, or to correct anyomissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect orpreserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make anyrecordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of theRequisite Holders, in connection therewith.

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(b) The Issuer hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto,relative to all or any part of the Mortgaged Property without the signature of the Issuer or any other Note Party where permitted by law.A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Mortgaged Propertyor any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.12 Reserve Reports.

(a) (i) On or before July 1, 2018, the Issuer shall furnish to the Agent and the Holders a Reserve Report evaluating the Oil andGas Properties of the Issuer and the other Note Parties as of June 1, 2018. Such Reserve Report may be prepared by one or moreApproved Petroleum Engineers or internally under the supervision of the reservoir engineering manager of the Issuer who shall certifysuch Reserve Report to be true and accurate in all material respects and, except as otherwise specified therein, to have been prepared inaccordance with the procedures used in the Initial Reserve Report.

(ii) On or before March 1st and September 1st of each year, commencing March 1, 2019, the Issuer shall furnish to the Agent andthe Holders a Reserve Report evaluating the Oil and Gas Properties of the Issuer and the other Note Parties as of the immediatelypreceding January 1st and July 1st, as applicable. The Reserve Report as of January 1st and delivered on or before March 1st of eachyear (the “January 1 Reserve Report”) shall be prepared by one or more Approved Petroleum Engineers, and each other ReserveReport of each year may be prepared by one or more Approved Petroleum Engineers or internally under the supervision of thereservoir engineering manager of the Issuer who shall certify such Reserve Report to be true and accurate in all material respects and,except as otherwise specified therein, to have been prepared in accordance with the procedures used in the immediately precedingJanuary 1 Reserve Report. In addition, the Issuer shall furnish to the Agent (for delivery to the Holders) each Reserve Report (togetherwith any certifications) provided to the First Lien Administrative Agent under the First Lien Credit Facility.

(b) With the delivery of each Reserve Report, the Issuer shall provide to the Agent and the Holders a certificate (a “ ReserveReport Certificate”) from a Responsible Officer certifying that in all material respects: (i) the information contained in the ReserveReport and any other information delivered in connection therewith is true and correct, (ii) the Issuer or the other Note Parties owngood and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liensexcept for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gasimbalances, take or pay or other prepayments in excess of the volume specified in Section 7.19 with respect to its Oil and GasProperties evaluated in such Reserve Report which would require the Issuer or any other Note Party to deliver Hydrocarbons eithergenerally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor,(iv) none of their Oil and Gas Properties evaluated in the immediately previous Reserve Report have been sold since the date of thelast Borrowing Base determination except as set forth on an exhibit to the certificate, which exhibit shall list all of its Oil and GasProperties sold and in such detail as reasonably required by the Agent, (v) attached to the certificate is a list of all marketingagreements entered into by a Note Party subsequent to the later of the date hereof or the most recently delivered Reserve Report whichthe Issuer could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in effect on the datehereof, (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are MortgagedProperties and demonstrating the percentage of the Oil and Gas Properties that the value of such Mortgaged Properties represent andthat such percentage is in compliance with Section 8.14(a) and (vii) attached thereto are forecasts prepared by management of theIssuer of its cash flow and capital expenditures for the 12-month period following the date of such Reserve Report Certificate.

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Section 8.13 Title Information.

(a) (i) Prior to Discharge of First Lien Non-Excluded Obligations, concurrently with delivery thereof to the First LienAdministrative Agent or (ii) upon Discharge of First Lien Non-Excluded Obligations, on or before delivery to the Agent (for deliveryto the Holders) of each Reserve Report required by Section 8.12(a), the Issuer will deliver title information to the Agent (for delivery tothe Holders) in form and substance acceptable to the Requisite Holders (provided that prior to Discharge of First Lien Non-ExcludedObligations, title information acceptable to the First Lien Administrative Agent shall be deemed acceptable to the Requisite Holders)covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately precedingReserve Report (which may be the Initial Reserve Report), so that the Agent shall have received, together with title informationpreviously delivered to the Agent, satisfactory title information on at least 85% of the PV-9 of the Oil and Gas Properties evaluated bysuch Reserve Report.

(b) If the Issuer has provided title information for additional Properties under Section 8.13(a), the Issuer shall, within 60 daysafter notice from the Agent or the Holders, which notice must be delivered no later than 60 days after receipt of such title informationby the Agent, that title defects or exceptions exist with respect to such additional Properties, unless, prior to Discharge of First LienNon-Excluded Obligations, such title information had previously been determined to be acceptable by the First Lien AdministrativeAgent, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted bySection 9.03 raised by such information, (ii) substitute Collateral acceptable to the Requisite Holders (provided that, prior to Dischargeof First Lien Non-Excluded Obligations, substitute Collateral acceptable to the First Lien Administrative Agent shall be deemedacceptable to the Holders) which constitutes Oil and Gas Properties with no title defects or exceptions except for Liens permitted underSection 9.03 having an equivalent or greater value or (iii) deliver title information in form and substance acceptable to the RequisiteHolders (provided that, prior to Discharge of First Lien Non-Excluded Obligations, title information acceptable to the First LienAdministrative Agent shall be deemed acceptable to the Requisite Holders) so that the Agent shall have received, together with titleinformation previously delivered to the Agent, satisfactory title information on at least 85% of the PV-9 of the Oil and Gas Propertiesevaluated by such Reserve Report.

Section 8.14 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base and at any other times reasonably elected by the Agent or theRequisite Holders, the Issuer shall review the Reserve Report and the list of current Mortgaged Properties (as described inSection 8.12(b)) to ascertain whether the Mortgaged Properties represent at least (i) 95% of the PV-9 of the Proved Reserves evaluatedin the most recent Reserve Report, (ii) 95% of the PV-9 of the Proved Developed Producing Reserves evaluated in the most recentReserve Report, (iii) 100% of the total gross acreage of the Note Parties on the Effective Date, (iv) 90% of the total gross acreage ofthe Note Parties at any time after the Effective Date, (v) substantially all of the Note Parties’ Midstream Properties and anyinfrastructure or related Oil and Gas Property (excluding, for the avoidance of doubt, any Midstream Properties constituting ExcludedAssets), (vi) all of the Whitehorse Assets acquired on the Effective Date and (vii) any other of the Note Parties’ Oil and Gas Propertiesrequested by the Agent of the Requisite Holders from time to time with a fair market value in excess of $2,000,000, in each case, aftergiving effect to exploration and production activities, acquisitions

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(including the Whitehorse Asset Acquisition), dispositions and production (collectively, the “Minimum Mortgage Requirements”). Inthe event that the Mortgaged Properties do not satisfy the Minimum Mortgage Requirements, then the Issuer shall, and shall cause theother Note Parties to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(b) (or, in the case of clause(vii) above, within thirty (30) days of the Agent’s or Requisite Holders’ written request), to the Agent as security for the Obligations, aSecond Priority Lien (provided that Liens permitted by Section 9.03 may exist) on additional Oil and Gas Properties, MidstreamProperties (excluding, for the avoidance of doubt, any Midstream Properties constituting Excluded Assets) and properties described inthe definition of Minimum Mortgage Requirements not already subject to a Lien of the Security Instruments such that after givingeffect thereto, the Mortgaged Properties will satisfy the Minimum Mortgage Requirements. All such Liens will be created andperfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other SecurityInstruments, all in form and substance reasonably satisfactory to the Requisite Holders and in sufficient executed (and acknowledgedwhere necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Domestic Subsidiarygrants a Lien on its Oil and Gas Properties pursuant to Section 8.14(a) and such Domestic Subsidiary is not a Guarantor, then it shallbecome a Guarantor and comply with Section 8.14(b).

(b) The Issuer shall promptly cause each newly created or acquired Domestic Subsidiary that is a Wholly-Owned Subsidiary toguarantee the Obligations pursuant to the Guaranty Agreement and to grant a lien and security interest in all of its Collateral (as definedin the applicable security agreement, but which shall in no event include Excluded Assets) pursuant to a security agreement. Inconnection with any such guaranty, the Issuer shall, or shall cause (i) such Domestic Subsidiary to execute and deliver the GuarantyAgreement (or a supplement thereto, as applicable) and a security agreement (or a supplement thereto, as applicable) and (ii) the ownersof the Equity Interests of such Domestic Subsidiary to pledge all of the Equity Interests of such new Domestic Subsidiary (includingdelivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stockpowers for each certificate duly executed in blank by the registered owner thereof) and to execute and deliver such other additionalclosing documents, legal opinions and certificates as shall reasonably be requested by the Requisite Holders.

(c) In the event that any Note Party becomes the owner of a Domestic Subsidiary, then the Note Party shall (i) pledge 100% of allthe Equity Interests of such Domestic Subsidiary, in each case, that are owned by such Note Party and to the extent such pledge doesnot occur automatically under the Guaranty Agreement (including, in each case, delivery of original stock certificates, if any,evidencing such Equity Interests, together with appropriate stock powers for each certificate duly executed in blank by the registeredowner thereof) and (ii) (along with such Domestic Subsidiary) execute and deliver such other additional closing documents andcertificates as shall reasonably be requested by the Requisite Holders.

(d) The Issuer hereby guarantees the payment of all Obligations of each Note Party (other than the Issuer) and absolutely,unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each NoteParty (other than the Issuer) in order for such Note Party to honor its obligations under its respective Guaranty Agreement and otherSecurity Instruments including obligations with respect to Swap Agreements (provided, however, that the Issuer shall only be liableunder this Section 8.14(d) for the maximum amount of such liability that can be hereby incurred without rendering its obligations underthis Section 8.14(d), or otherwise under this Agreement or any Note Document, as it relates to such other Note Parties, voidable underapplicable law relating to fraudulent conveyance or fraudulent transfer, and

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not for any greater amount). The obligations of the Issuer under this Section 8.14(d) shall remain in full force and effect until theCommitments have expired or terminated and the principal of and interest on each Note and all fees payable hereunder and all otheramounts payable under the Note Documents have been paid in full.

Section 8.15 ERISA Compliance. The Issuer will promptly furnish and will cause its Subsidiaries and any ERISA Affiliate topromptly furnish to the Agent (i) upon becoming aware of the occurrence of any ERISA Event or of any Prohibited Transaction, in eachcase, that could reasonably be expected to result in a Material Adverse Effect, in connection with any Plan or any trust created thereunder, awritten notice of the Issuer or Subsidiary of the Issuer, as the case may be, specifying the nature thereof, what action such Person is takingor proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Departmentof Labor or the PBGC with respect thereto, and (ii) upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or tohave a trustee appointed to administer any Plan. Promptly following receipt of a reasonable request by the Agent, the Issuer will furnishand will cause each Subsidiary to promptly furnish to the Agent copies of any documents described in Sections 101(k) or 101(l) of ERISAthat any Note Party may request with respect to any Multiemployer Plan; provided, that if the Note Parties have not requested suchdocuments or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Agent,the Note Parties shall promptly make a request for such documents or notices from such administrator or sponsor and the Issuer shallprovide copies of such documents and notices to the Agent promptly after receipt thereof.

Section 8.16 Account Control Agreements; Location of Proceeds of the Notes.

(a) All of the Note Parties’ Accounts other than Excluded Accounts shall at all times be subject to an Account ControlAgreement, except that in the case of any newly established Account, any Account that ceases to be an Excluded Account or anyAccount acquired pursuant to an acquisition permitted under Section 9.05 (and which was not formed by any then-existing Note Partyin contemplation of such acquisition), so long as the Issuer provides the Agent with written notice of the existence of such Accountwithin five (5) Business Days following the date of such establishment, change of status or acquisition (or such later date as the Agentand the Requisite Holders may agree in their sole discretion), the Issuer will have thirty (30) days following the date of suchestablishment, change of status or acquisition (or such later date as the Agent and the Requisite Holders may agree in their solediscretion) to subject such account to an Account Control Agreement. No Note Party will deposit the proceeds of the Notes in anAccount that is not subject to an Account Control Agreement.

(b) The Issuer will, and will cause each Note Party to, until the proceeds of any Notes are transferred to a third party in atransaction not prohibited by the Note Documents, hold the proceeds of any Notes purchased under this Agreement in an Account thatis subject to an Account Control Agreement.

Section 8.17 EEA Financial Institution. No Note Party is an EEA Financial Institution.

Section 8.18 Minimum Hedging Volumes. The Issuer and/or other Note Parties will (a) within 45 days after the Effective Date (orsuch later date with the consent of the Requisite Holders in their sole discretion), enter into Swap Agreements reasonably satisfactory to theRequisite Holders with Approved Counterparties pursuant to which the Note Parties have hedged notional volumes of not less than (x) 85%of the reasonably anticipated projected production (based on the Initial Reserve Report updated by the Issuer to include wells brought intoproduction prior to the Effective Date) of crude oil and natural gas, calculated separately, from Proved Developed Producing Reserves ofOil and Gas Properties of the Note

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Parties for each month during the subsequent thirty-six (36) calendar month period immediately following the Effective Date and (y) 60%of the reasonably anticipated projected production (based on the Initial Reserve Report updated by the Issuer to include wells brought intoproduction prior to the Effective Date) of crude oil and natural gas, calculated separately, from Proved Developed Producing Reserves ofOil and Gas Properties of the Note Parties for each month during the thirty-seven (37) to sixty (60) calendar month period immediatelyfollowing the Effective Date and (b) maintain at all times Swap Agreements reasonably satisfactory to the Requisite Holders withApproved Counterparties pursuant to which the Note Parties shall hedge notional volumes of not less than 85% of the reasonablyanticipated projected production (based on the then most recently delivered Reserve Report hereunder) of crude oil and natural gas,calculated separately, from Proved Developed Producing Reserves of Oil and Gas Properties of the Note Parties for each calendar quarterduring the subsequent thirty-six (36) calendar month period immediately following any date of determination (in each case, as forecastedbased upon the most recent Reserve Report delivered pursuant hereto (after, for the avoidance of doubt, giving effect to the acquisition ofthe Whitehorse Assets being acquired pursuant to the Whitehorse Acquisition Agreement on and as of the Effective Date)); provided, thatto the extent the delivery of a new Reserve Report hereunder results in a failure to satisfy the requirements of this clause (b), the NoteParties shall have thirty (30) days following the delivery of such Reserve Report (or such later date with the consent of the RequisiteHolders in their sole discretion) to enter into additional Swap Agreements to the extent necessary to satisfy the requirements of this clause(b).

ARTICLE IXNegative Covenants

Until Payment in Full, the Issuer (and in the case of Sections 9.19 and 9.24, RRI) covenants and agrees with the Holders that:

Section 9.01 Financial Covenant.

(a) Ratio of Total Debt to Annualized EBITDAX. The Issuer will not, as of the last day of any Fiscal Quarter, commencing withthe Fiscal Quarter ending December 31, 2017, permit its ratio of Total Debt as of such time to Annualized EBITDAX to be greater than4.0 to 1.0.

Section 9.02 Debt. The Issuer will not, and will not permit any other Note Party to, incur, create, assume or suffer to exist any Debt,except:

(a) the Notes or other Obligations arising under the Note Documents or any guaranty of or suretyship arrangement for the Notesor other Obligations arising under the Note Documents;

(b) Debt of any Note Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000;

(c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements orby third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment andremediation of, the Oil and Gas Properties;

(d) (i) Debt between the Issuer and its Subsidiaries that are Note Parties, (ii) Debt between the Subsidiaries of the Issuer whichare Note Parties, and (iii) Debt extended to the Issuer and its Subsidiaries which are Note Parties by any other Note Party; provided that(1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Note Party, and (2) any such Debtowed by either the Issuer or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement;

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

(f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other leaseoperating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due;

(g) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person inconnection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment ofthe Oil and Gas Properties;

(h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, the Issuershall be in compliance on a pro forma basis with the financial covenant set forth in Section 9.01 and (ii) the Issuer shall only bepermitted to incur such Senior Unsecured Notes if the net cash proceeds thereof (other than up to $10,000,000 in excess proceedsincurred as a result of good-faith rounding and estimation in determining the issuance amount of such Senior Unsecured Notes) areused solely to redeem in full the Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amountof Series B Redeemable Preferred Stock of RRI in full in accordance with the RRI Certificate of Designations no later than twenty-five(25) days after the date of incurrence of such Senior Unsecured Notes if, and only if, at such time the Series B Redeemable PreferredStock of RRI is owned in whole or in part by EIG (it being agreed and understood that if EIG does not own the Series B RedeemablePreferred Stock in whole or in part at such time, no Senior Unsecured Notes may be incurred hereunder); provided that until theredemption of the Issuer Series B Preferred Units and the Series B Redeemable Preferred Stock of RRI, such net cash proceedsreceived from the issuance of the Senior Unsecured Notes shall be held in a deposit account subject to an Account Control Agreement;

(i) to the extent constituting Debt, obligations in respect of Swap Agreements;

(j) other Debt, not to exceed $4,500,000 in the aggregate at any one time outstanding; provided that any secured Debt shall notexceed $2,000,000;

(k) any guarantee of any other Debt permitted to be incurred hereunder;

(l) Debt in respect of the First Lien Credit Facility that is subject to the terms of the Intercreditor Agreement; provided that(i) such Debt is a single conforming commercial banking revolving facility for oil and gas secured loan transactions with nodifferentiation among the First Lien Lenders and all such Debt is pari passu in right of payment, pricing, maturity, security andliquidation thereof, (ii) the Person selected to be the administrative agent thereunder is JPMorgan Chase Bank, N.A. or anotheradministrative agent recognized as being an established administrative agent for commercial banking borrowing base lending facilitiesfor oil and gas secured transactions and (iii) the First Lien Lenders are commercial banking institutions that invest in conformingrevolving borrowing base facilities of such type in the ordinary course of business; and

(m) obligations in respect of any Issuer Preferred Units so long as such obligations are not classified as debt under GAAP or nomandatory redemption payment is then due; provided, however, even if such Issuer Preferred Units are classified as debt under GAAPor a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permittedunder this Section 9.02 as long as the Issuer is in pro forma compliance with the financial covenant set forth in Section 9.01 measuredupon giving effect to such Reclassified Units.

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Section 9.03 Liens. The Issuer will not, and will not permit any other Note Party to, create, incur, assume or permit to exist any Lienon any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Obligations;

(b) Excepted Liens;

(c) Liens securing Purchase Money Security Interests and Capital Leases permitted by Section 9.02(b) but only on the Propertythat is the subject of any such purchase money financing or such lease, accessions and improvements thereto, insurance thereon, andthe proceeds of the foregoing;

(d) Liens securing the First Lien Secured Obligations, subject to the Intercreditor Agreement; and

(e) subject to Section 9.17(c), other Liens on Property not constituting Collateral for the Obligations not to exceed an amount thatis greater than $2,000,000.

Section 9.04 Restricted Payments. The Issuer will not, and will not permit any of the other Note Party to, declare or make, or agree topay or make, directly or indirectly, any Restricted Payment, except

(a) the Issuer may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its EquityInterests (other than Disqualified Capital Stock);

(b) Subsidiaries may declare and pay dividends and other Restricted Payments to the Issuer and any other Note Party;

(c) so long as no Default or Event of Default exists or would result therefrom, the Issuer may make Permitted Tax Distributions;provided that in the case of an Excess Tax Distribution, the Issuer may only make such distribution so long as both before andimmediately after giving effect to such Excess Tax Distribution (i) the unused total Commitments (as such term is defined in the FirstLien Credit Facility or a substantively equivalent term is defined under the First Lien Credit Facility outstanding at such time) then ineffect shall be equal to or greater than 20% of such total Commitments then in effect and (ii) the Issuer’s ratio of Total Debt toEBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debt outstanding on such date after giving effect to such Restricted Paymentand (y) EBITDAX for the four Fiscal Quarters ending on the last day of the Fiscal Quarter immediately preceding such date for whichfinancial statements are available);

(d) (i) with respect to Issuer Preferred Units other than the Issuer Series B Preferred Units, the Issuer may make Cashdistributions in an amount not to exceed $8,000,000 in any Fiscal Year of the Issuer to promptly fund dividends or distributions on anysuch Issuer Preferred Units (for the purpose of allowing RRI to make subsequent equivalent dividends or distributions on thecorresponding preferred Equity Interests of RRI); provided that any such Issuer Preferred Units issued after the Effective Date shall beon the same terms and conditions as those governing the Issuer Series A Preferred Units issued by the Issuer prior to the Effective Dateor on terms and conditions otherwise acceptable to the Required Holders; and provided, further, that both before and immediately aftergiving effect to such Restricted Payment (A) no Default or Event of Default exists and (B) the Issuer’s ratio of Total Debt to EBITDAXis not greater than 3.50 to 1.00 (using

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(x) Total Debt outstanding on such date after giving effect to such Restricted Payment and (y) EBITDAX for the four Fiscal Quartersending on the last day of the Fiscal Quarter immediately preceding such date for which financial statements are available); and (ii) withrespect to the Issuer Series B Preferred Units, the Issuer may make Cash distributions in an amount not to exceed the sum of (1)$25,000,000 in any Fiscal Year of the Issuer to promptly fund dividends or distributions on the Issuer Series B Preferred Units (for thepurpose of allowing RRI to make subsequent equivalent dividends or distributions on the corresponding Series B RedeemablePreferred Stock of RRI), which may be carried over to subsequent Fiscal Years to the extent that any portion of such dividend ordistribution that was required to be paid in such Fiscal Year otherwise went unpaid during such Fiscal Year, and (2) any correspondingdefault premiums or penalties incurred in respect of the failure to timely pay dividends or distributions on the Issuer Series B PreferredUnits, so long as both before and immediately after giving effect to such Restricted Payment (A) no Default or Event of Default existsand (B) the Issuer’s ratio of Total Debt to EBITDAX is not greater than 3.50 to 1.00 (using (x) Total Debt outstanding on such dateafter giving effect to such Restricted Payment and (y) EBITDAX for the four Fiscal Quarters ending on the last day of the FiscalQuarter immediately preceding such date for which financial statements are available));

(e) the Issuer may make redemptions of the Issuer Series B Preferred Units (for the purpose of the substantially contemporaneousredemption of an equivalent amount of Series B Redeemable Preferred Stock of RRI) with the cash proceeds of Senior UnsecuredNotes permitted under Section 9.02(h) or from the cash proceeds of the issuance of Equity Interests (other than Disqualified CapitalStock) of RRI that are contributed by RRI to the Issuer to the extent that such cash proceeds are contributed in the form of commonequity and (x) held in an account that is subject to an Account Control Agreement until applied towards such redemption of the IssuerSeries B Preferred Units and (y) otherwise applied towards such redemption of the Issuer Series B Preferred Units within twenty-five(25) days; and

(f) the Issuer may make Restricted Payments to holders of the Issuer’s Common Units in connection with any exchange ofCommon Units of the Issuer for Class A Common Stock of RRI pursuant to Section 4.6 of the Issuer LLC Agreement payable inEquity Interests of RRI or in cash, in each case, to the extent that the Equity Interests and cash is received by the Issuer from RRIsubstantially contemporaneously therewith.

Section 9.05 Investments, Loans and Advances. The Issuer will not, and will not permit any other Note Party to, make or permit toremain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) Investments which are disclosed to the Holders in Schedule 9.05;

(b) accounts receivable arising in the ordinary course of business;

(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agencythereof, in each case maturing within one year from the date of acquisition thereof;

(d) commercial paper maturing within one year from the date of acquisition thereof rated in one of the two highest grades by S&Por Moody’s;

(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, anyHolder or any office located in the United States of any other bank or trust company which is organized under the laws of the UnitedStates or any state thereof,

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has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recentfinancial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P orMoody’s, respectively;

(f) Investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by Moody’s or AAA byS&P;

(g) Investments (i) made by the Issuer in or to its Subsidiaries that are Note Parties or (ii) made by Note Parties to each other orthe Issuer; provided, that, as a condition thereto, the Issuer and Note Parties have taken all such actions to the satisfaction of the Agentand Requisite Holders necessary to maintain the Agent’s perfected second lien priority lien on the Property subject to such Investment;

(h) Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto orrelated to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, participation agreements, gatheringsystems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production businesslocated within the geographic boundaries of the United States of America;

(i) Investments pursuant to Swap Agreements or hedging agreements otherwise permitted under this Agreement;

(j) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course ofbusiness;

(k) (A) Permitted Equity Acquisitions and (B) the purchase or acquisition of Oil and Gas Properties by the Issuer or anyGuarantor made (i) in the case of clauses (A) and (B), from the identifiable cash proceeds of the issuance of Equity Interests (otherthan Disqualified Capital Stock) by RRI that are (w) contributed to the Issuer on account of the Issuer’s common Equity Interests,(x) designated by the Issuer to be used for Permitted Equity Acquisitions or the purchase or acquisition of Oil and Gas Properties in awriting delivered to the Agent and Requisite Holders or in a public filing with the SEC prior to or promptly following such contributionor issuance, (y) held in a segregated account that is otherwise subject to an Account Control Agreement until applied towards suchPermitted Equity Acquisition or acquisition and (z) otherwise applied towards such Permitted Equity Acquisition or acquisition within270 days of receipt (“Qualified Equity Proceeds”) or (ii) in the case of clauses (A) and (B), from any other sources (Net Asset SaleProceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds to the extent permitted under Section 3.04(a)(i)(C)) in anamount not to exceed (solely with respect to this clause (ii)) $15,000,000 for all such Permitted Equity Acquisitions and acquisitionsduring any Fiscal Year and $40,000,000 in the aggregate for all such Permitted Equity Acquisitions and acquisitions during the term ofthis Agreement; provided that no Note Party shall be permitted to make a Permitted Equity Acquisition or purchase or acquisition ofOil and Gas Properties under this clause (k) to the extent that a Default or an Event of Default has occurred or is continuing unless(1) in the event such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties is funded solely with QualifiedEquity Proceeds, such Note Party entered into a binding agreement to make such Permitted Equity Acquisition or purchase oracquisition of Oil and Gas Properties when no Default or Event of Default had occurred and was continuing and, at such time, noDefault or Event of Default was projected in good faith to occur either immediately before or immediately after giving effect to theconsummation of such Permitted Equity Acquisition or purchase of Oil and Gas Properties or (2) in the event such Permitted EquityAcquisition or purchase or acquisition of Oil and Gas Properties is funded solely with Qualified Equity Proceeds such Default or Eventof

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Default could be cured as a result of making such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties;

(l) Investments pursuant to Swap Agreements not prohibited under Section 9.17;

(m) the Whitehorse Asset Acquisition;

(n) the trade or exchange of nonproducing Oil and Gas Properties for Oil and Gas Properties customary in the oil and gasbusiness to the extent otherwise permitted under Section 9.11(h); and

(o) other Investments in the aggregate at any one time outstanding not to exceed $7,500,000.

Section 9.06 Nature of Business; No International Operations. The Issuer will not allow any material change to be made in thecharacter of its business as an independent oil and gas exploration and production company. The Note Parties will not (i) acquire or makeany other expenditures (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not locatedwithin the geographical boundaries of the United States or (ii) acquire or create any Foreign Subsidiary.

Section 9.07 Proceeds of the Notes. The Issuer will not permit the proceeds of the Notes to be used for any purpose other than thosepermitted by Section 7.23. No Note Party nor any Person acting on behalf of the Issuer has taken or will take any action which causes anyof the Note 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. Ifrequested by the Agent or the Requisite Holders, the Issuer will furnish to the Agent and each Holder FR Form U-1 or such other formreferred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be. The Issuer will not issue any Note, and theIssuer shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use,the proceeds of any Note:

(a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else ofvalue, to any Person in violation of any Anti-Corruption Laws,

(b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, orin any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by acorporation incorporated in the United States or,

(c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 9.08 ERISA Compliance. Except as could not reasonably be expected to result in a Material Adverse Effect, the Issuer willnot, and will not permit any other Note Party to, at any time:

(a) Allow any ERISA Event to occur; or

(b) Contribute to or assume an obligation to contribute to, or permit any Subsidiary to contribute to or assume an obligation tocontribute to, any Multiemployer Plan.

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Section 9.09 Sale or Discount of Receivables. Except for receivables obtained by the Note Parties out of the ordinary course ofbusiness or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection ofaccounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise orcollection thereof and not in connection with any financing transaction, the Issuer will not, and will not permit any other Note Party to,discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Section 9.10 Mergers, Etc.Neither the Issuer nor any other Note Party will merge into or with or consolidate with any other Person, orpermit any other Person to merge into or consolidate with it, or sell, lease or otherwise dispose of (whether in one transaction or in a seriesof transactions) all or substantially all of its Property to any other Person, (whether now owned or hereafter acquired) (any such transaction,a “consolidation”), or liquidate or dissolve, except that (a) any Note Party may consolidate with or into the Issuer (provided the Issuer shallbe the continuing or surviving entity) and (b) any Note Party (other than the Issuer) may consolidate with any other Note Party.

Section 9.11 Sale of Properties and Termination of Hedging Transactions. The Issuer will not, and will not permit any other NoteParty to, sell, assign, farm-out, convey or otherwise transfer any Property (subject to Section 9.10) or otherwise monetize any SwapAgreement in respect of commodities, in each case, except for:

(a) the sale of inventory (including Hydrocarbons) in the ordinary course of business;

(b) farmouts in the ordinary course of business of undeveloped acreage or undrilled depths to which no Proved Reserves wereattributable to in the most recent Reserve Report delivered to the Agent and the Requisite Holders and assignments in connection withsuch farmouts; provided that (i) this clause (b) shall not permit farmouts of undeveloped acreage or undrilled depths in respect of eitherthe Wolfcamp or Bone Spring formations owned by the Issuer on the Effective Date and (ii) farmouts made pursuant to this clause(b) in respect of undeveloped acreage or undrilled depths acquired pursuant to the Whitehorse Asset Acquisition shall not exceed 1,000acres in the aggregate;

(c) the sale or transfer of equipment that is no longer necessary for the business of the Issuer or such other Note Party or arereplaced by equipment of at least comparable value and use;

(d) to the extent approved by the Requisite Holders in connection with Permitted Equity Acquisition;

(e) the pooling or unitization of Oil and Gas Properties to which no material Proved Reserves are attributed in the ordinary courseof business, so long as, after giving effect to the disposition and the concurrent payment of Debt under the First Lien Credit Facility andthe Notes, no Event of Default or Borrowing Base Deficiency would exist or result therefrom (after giving pro forma effect to anyconcurrent repayment of Debt under the First Lien Credit Facility with the cash proceeds of such disposition);

(f) the sale or other disposition of any Oil and Gas Property or Midstream Property or any interest therein (including all but notless than all of Equity Interests in any Note Party that owns Oil and Gas Property or any Midstream Property), or the termination,unwinding, cancellation or other disposition of Swap Agreements having a fair market value not to exceed $15,000,000 in any FiscalYear for all such sales, dispositions, terminations, unwinds or cancellations and $40,000,000 in the aggregate for all such sales,dispositions, terminations, unwinds or cancellations over the term of this Agreement; provided that:

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(i) no Default exists, and no Borrowing Base Deficiency is increased by or results from, such sale or disposition of Oil andGas Property or Midstream Property or the termination or monetization of any Swap Agreement in respect of commodities (aftergiving effect to any simultaneous prepayments);

(ii) 100% of the consideration received in respect of such sale or other disposition or termination shall be cash or other Oiland Gas Properties or Midstream Property acceptable to the Requisite Holders in their discretion;

(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any SwapAgreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property orMidstream Property, interest therein or Subsidiary subject of such sale or other disposition, or Swap Agreement which is thesubject of such termination or monetization (as reasonably determined by the Issuer); and

(iv) the Issuer shall make payments, if any, required under Section 3.04 pursuant to the terms therein;

(g) transfers of Properties from any Note Party to the Issuer or any other Note Party; provided, that, as a condition thereto, theIssuer and Note Parties have taken all such actions to the satisfaction of the Agent and Requisite Holders necessary to maintain theAgent’s perfected second lien priority lien on the Property subject to such transfer;

(h) the non-cash trade or exchange of Oil and Gas Properties to the extent constituting undeveloped acreage or undrilled depths towhich no Proved Reserves were attributable to in the most recent Reserve Report delivered to the Agent and the Requisite Holders forOil and Gas Properties in the ordinary course of business and customary in the oil and gas business; provided that, (A) the fair marketvalue and quality of the Oil and Gas Properties obtained by the Issuer or any Subsidiary shall be at least as great as the fair marketvalue and quality of the Oil and Gas Properties relinquished by the Issuer or any Subsidiary; (B) the Oil and Gas Properties obtained insuch trade or exchange shall be made subject to a Mortgage in favor of the Agent concurrently with such trade or exchange; (C) the Oiland Gas Properties obtained by the Issuer or any Subsidiary shall be located in the Delaware Basin; (D) the Oil and Gas Propertiesobtained by the Issuer or any Subsidiary shall be subject to no Liens other than Liens permitted under Section 7.03; and (E) theaggregate acreage of Oil and Gas Properties disposed of pursuant to this clause (h) without obtaining Requisite Holders’ prior writtenconsent shall be no greater than 1,000 net mineral acres in the aggregate for all such trades or exchanges; and

(i) Casualty Events.

Section 9.12 Sales and Leasebacks. The Issuer will not, and will not permit any other Note Party to enter into any arrangement withany Person providing for the leasing by any Note Party of real or personal property that has been or is to be sold or transferred by such NoteParty to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such propertyor rental obligations of such Note Party.

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Section 9.13 Environmental Matters. The Issuer will not, and will not permit any other Note Party to, (a) cause or knowingly permitany of its Property to be in violation of, or (b) do anything or knowingly permit anything to be done which will subject any such Property toany Remedial Work (other than Remedial Work done in the ordinary course of business) under, any Environmental Laws that couldreasonably be expected to have a Material Adverse Effect; it being understood that clause (b) above will not be deemed as limiting orotherwise restricting any obligation to disclose any relevant facts, conditions and circumstances pertaining to such Property to theappropriate Governmental Authority.

Section 9.14 Transactions with Affiliates. The Issuer will not, and will not permit any other Note Party to, enter into any transaction,including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such transactions areotherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in acomparable arm’s length transaction with a Person not an Affiliate; provided that the foregoing shall not apply to (a) transactions amongthe Issuer or its Affiliates, on the one hand, and any Holder or Person affiliated therewith, on the other hand, in connection with the Series BRedeemable Preferred Stock Issuance, the Notes or the Note Documents, (b) transactions among the Issuer and its Affiliates entered into inconnection with the Crude Oil Gathering Agreement, the Gas Gathering Agreement and the Transition Services Agreement (in each case asdefined in the Business Combination Agreement), (c) transactions between the Issuer or its Affiliates with RRI or its Affiliates for financialadvisory, underwriting, capital raising, and other services, (d) transactions between the Issuer and the Note Parties and (e) any transactionspursuant to the Tax Receivable Agreement.

Section 9.15 Negative Pledge Agreements; Dividend Restrictions. The Issuer will not, and will not permit any other Note Party to,create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts (a) the granting,conveying, creation or imposition of any Lien on any of its Property to secure the Obligations or which requires the consent of otherPersons in connection therewith or (b) the Issuer or any other Note Party from paying dividends or making distributions to any Note Partyor receiving any money in respect of Debt or other obligations owed to it, or which requires the consent of or notice to other Persons inconnection therewith; provided that (i) the foregoing shall not apply to restrictions and conditions under the Note Documents and the FirstLien Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale ofany asset or another Note Party pending such sale; provided such restrictions and conditions apply only to the asset or other Note Party thatis to be sold and such sale is permitted hereunder, and (iii) clause (a) of the foregoing shall not apply to (A) restrictions or conditionsimposed by any agreement relating to purchase money Liens or Capital Leases permitted by this Agreement if such restrictions orconditions apply only to the property or assets securing such purchase money Liens or Capital Leases and (B) customary provisions inleases restricting the assignment thereof, (C) customary provisions restricting assignment of any licensing agreement (in which a Note Partyor its Subsidiaries are the licensee) with respect to a contract entered into by a Note Party or its Subsidiaries in the ordinary course ofbusiness and (D) customary provisions restricting subletting, sublicensing or assignment of any intellectual property license or any leasegoverning any Oil and Gas Properties of a Note Party and its Subsidiaries.

Section 9.16 Take-or-Pay or Other Prepayments. The Issuer will not, and will not permit any other Note Party to, allow take-or-pay orother prepayments with respect to the Oil and Gas Properties of the Issuer or any other Note Party that would require the Issuer or suchother Note Party to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed$1,000,000 in the aggregate.

Section 9.17 Swap Agreements. The Issuer will not, and will not permit any other Note Party to, enter into any Swap Agreementswith any Person other than:

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(a) Swap Agreements in respect of commodities (i) with an Approved Counterparty, (ii) which have a tenor not greater than five(5) years and (iii) the notional volumes for which (when aggregated and netted with other commodity Swap Agreements then in effectother than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date suchSwap Agreement is executed and at any time thereafter (such notional volumes to be based upon the projections contained in thethen-most recently delivered Reserve Report), for the sixty (60) month period from the date such Swap Agreement (including eachtrade or transaction) is executed, 100% of the reasonably anticipated projected production (as such production is projected in the mostrecent Reserve Report (which may be the Initial Reserve Report) delivered pursuant to the terms of this Agreement) from Proved Oiland Gas Properties of the Note Parties for each of crude oil, natural gas and natural gas liquids, calculated separately; provided that(1) in no event shall any Swap Agreement contain any requirement, agreement or covenant for any Note Party to post collateral ormargin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the SecurityInstruments), other than cash or letters of credit in an aggregate amount at any time not to exceed $2,500,000, (2) Swap Agreementsshall only be entered into in the ordinary course of business (and not for speculative purposes), and (3) no Swap Agreement in respectof commodities shall be terminated, unwound, cancelled or otherwise disposed of except to the extent permitted by Section 9.11;

(b) Swap Agreements in respect of interest rates with an Approved Counterparty, the notional amounts of which, whenaggregated with all other interest rate Swap Agreements of the Issuer and the Note Parties then in effect, do not exceed 75% of the thenoutstanding principal amount of the Issuer’s and the Note Party’s aggregate Debt for borrowed money; provided that in no event shallany Swap Agreement contain any requirement, agreement or covenant for the Issuer or any Note Party to post collateral or margin tosecure their obligations under such Swap Agreement or to cover market exposures other than collateral provided for in, and upon theterms and conditions set forth in, this Agreement and the relevant Security Instruments.

Section 9.18 Amendments to Organizational Documents and Material Contracts. The Issuer shall not, and shall not permit any otherNote Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its OrganizationalDocuments, the Crude Oil Gathering Agreement, the Gas Gathering Agreement, the Transition Services Agreement or the ContributionAgreement (in each case as defined in the Business Combination Agreement) and the Tax Receivable Agreement, in any material respectthat could reasonably be expected to be adverse to the interests of the Agent or the Holders without the consent of the Agent (not to beunreasonably withheld or delayed), other than (i) amendments that delete or reduce any fees payable by any Note Party to a Person otherthan the Agent or any Holder, (ii) the termination of services provided under the Transition Services Agreement as contemplated therein or(iii) the extension of services under the Transition Services Agreements on substantially similar commercial terms, or (b) (i) amend,supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (ii) terminate,replace or assign any of the Note Party’s interests in any agreement or (iii) permit any agreement not to be in full force and effect andbinding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expected to result in aMaterial Adverse Effect. Notwithstanding the foregoing, the Issuer shall not, and shall not permit any other Note Party to, amend,supplement or otherwise modify (or permit to be amended, supplemented or modified) any provision of its Organizational Documents withrespect to preferred Equity Interests, including ownership, issuance or distributions with respect thereto, without the consent of the Agent;provided, that such amendments, supplements or modifications may be undertaken in order to authorize additional Equity Interests in orderto make Restricted Payments in Equity Interests contemplated under Section 9.04(a).

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Section 9.19 Changes in Fiscal Periods. RRI and the Issuer shall not, and shall not permit any other Note Party to have its Fiscal Yearend on a date other than December 31 or change the its method of determining Fiscal Quarters.

Section 9.20 No Subsidiaries. The Issuer shall not permit, and shall not permit the other Note Parties to own or create directly orindirectly any Subsidiaries other than any Subsidiary formed after the Effective Date that joins this Agreement as a Guarantor inaccordance with Section 8.14(b).

Section 9.21 Redemption of Senior Unsecured Notes; Amendment of Senior Unsecured Notes Documents. The Issuer will not, andwill not permit the other Note Parties to:

(a) prior to the Maturity Date call, make or offer to make any optional or voluntary Redemption of or otherwise optionally orvoluntarily Redeem (whether in whole or in part) any Senior Unsecured Notes; provided that, so long as no Event of Default orBorrowing Base Deficiency shall have occurred and be continuing or would result therefrom, the Issuer may optionally prepay SeniorUnsecured Notes, in whole or in part, with the proceeds of Senior Unsecured Notes;

(b) in the case of Senior Unsecured Notes or any Senior Unsecured Notes Documents related thereto, amend, modify, waive orotherwise change, consent or agree to any amendment, modification, waiver or other change to, any of the terms of any such SeniorUnsecured Notes or any Senior Unsecured Notes Document related thereto if the effect thereof would be cause such Debt no longer toqualify as Senior Unsecured Notes pursuant to the definition thereof; or

(c) designate any Debt (other than obligations of the Issuer and the Subsidiaries pursuant to the Note Documents) as “SpecifiedSenior Indebtedness” or “Specified Guarantor Senior Indebtedness” or give any such other Debt any other similar designation.

Section 9.22 Marketing Activities. The Issuer will not, and will not permit any of the other Note Parties to, engage in marketingactivities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled orreasonably estimated to be produced from their Proved Oil and Gas Properties during the period of such contract, (ii) contracts for the saleof Hydrocarbons scheduled or reasonably estimated to be produced from Proved Oil and Gas Properties of third parties during the period ofsuch contract associated with the Oil and Gas Properties of the Issuer and the other Note Parties that the Issuer or one of the other NoteParties has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual andcustomary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which havegenerally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” istaken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

Section 9.23 Amendments to Senior Debt; Collateral; Borrowing Base.

(a) The Issuer and Note Parties shall not amend, waive, modify or supplement and shall not consent to any amendment, waiver,modification or supplement to the First Lien Documents (as defined in the Intercreditor Agreement) or incur, create, assume or suffer toexist any First Lien Obligations (as defined in the Intercreditor Agreement), including pursuant to any Permitted Revolver Refinancing,under any First Lien Documents, if the effect thereof would be to (i) prohibit or restrict any payment of principal, interest or otherwisewith respect to the Obligations in a manner that is more restrictive than as of the First Amendment Effective Date, (ii)(A) subordinatein right of payment any First Lien Obligations to any other Debt or subordinate

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the Liens securing First Lien Obligations to any other Lien or (B) other than by operation of law, permit any Debt (other than the FirstLien Obligations) to be senior in right of payment or senior or pari passu in right of Lien priority to the Obligations (for avoidance ofthe doubt, the foregoing shall preclude the ‘layering’ of Debt of the type set forth in clause (a) of the definition of Debt that is senior inright of payment, or senior or pari passu in right of Lien priority to the Obligations), (iii) increase the “Applicable Margin” or anycomponent of yield under the First Lien Loan Documents in effect on the First Amendment Effective Date (excluding increasesresulting from the accrual of interest at the default rate not to exceed 2.00% per annum) such that the all-in yield would exceed thePriority Debt All-In Yield Cap (as defined in the Intercreditor Agreement), (iv) for the Borrowing Base to not be subject to a scheduledredetermination at least twice in each twelve (12) calendar month period subject to good-faith delays in the ordinary course of makingany such scheduled redetermination, (v) shorten the scheduled maturity or termination date or (vi) contravene the IntercreditorAgreement; and

(b) Issuer will not, and will not permit any Subsidiary, to grant a Lien on any Property to secure obligations outstanding under theFirst Lien Credit Facility without substantially contemporaneously granting to the Agent, as security for the Obligations, a SecondPriority Lien on the same property pursuant to the Security Instruments (it being understood that if any Security Instruments need to beexecuted to grant such Lien they shall be in form and substance reasonably satisfactory to the Requisite Holders (provided that, prior toDischarge of First Lien Non-Excluded Obligations, such documentation when entered into shall be substantially similar to theapplicable corresponding First Lien Collateral Document(s))).

Section 9.24 Negative Pledge; Restrictions on Guarantees.

(a) RRI will not, nor will RRI permit the Intermediate Holdco (if applicable) to, create, incur or permit to exist any Lien or claimon, in or to its Equity Interests in the Issuer or the Intermediate Holdco (if applicable). RRI will, and will cause the IntermediateHoldco (if applicable) to, defend its Equity Interests in the Issuer or the Intermediate Holdco (if applicable) against, and take all suchother action as is necessary to remove any Lien or claim on, in or to its Equity Interests in the Issuer or the Intermediate Holdco (ifapplicable), at its sole cost and expense.

(b) RRI will not incur, nor will RRI permit the Intermediate Holdco (if applicable) to incur, any Debt (other than, to the extentconstituting Debt, obligations in respect of any Series A Preferred Stock or Series B Redeemable Preferred Stock), and RRI will notprovide, nor will RRI permit the Intermediate Holdco (if applicable) to provide, a guaranty in respect of Debt of any other Personunless RRI, or the Intermediate Holdco (if applicable), first becomes a Guarantor and party to the Guaranty Agreement.

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 Issuer shall fail to (i) pay any principal of any Note when and as the same shall become due and payable, whether at thedue date thereof or at a date fixed for prepayment thereof, by acceleration, mandatory prepayment or otherwise or (ii) make by the timerequired under the terms of Section 3.04 a Change in Control Offer or other mandatory prepayment offer;

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(b) the Issuer shall fail to pay any interest on any Note or any fee or any other amount (other than an amount referred to inSection 10.01(a)) payable under any Note Document, when and as the same shall become due and payable, and such failure shallcontinue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of RRI, the Issuer or any other Note Party in or inconnection with any Note Document or any amendment or modification of any Note Document or waiver under such Note Document,or in any report, notice, certificate, financial statement or other document furnished pursuant to or in connection with any NoteDocument or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respectwhen made or deemed made (or, to the extent that any such representation and warranty is qualified by materiality, such representationand warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made);

(d) RRI, the Issuer or any other Note Party shall fail to observe or perform any covenant, condition or agreement contained inSection 8.02, Section 8.03, Section 8.14, Section 8.16, Section 8.17, Section 8.18 or in Article IX;

(e) RRI, the Issuer or any other Note Party 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), Section 10.01(c) or Section 10.01(d)) or any other NoteDocument, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from theAgent to the Issuer (which notice will be given at the request of any Holder) or (B) a Responsible Officer of RRI, the Issuer or suchother Note Party otherwise becoming aware of such default;

(f) the Issuer or any other Note Party shall fail to make any payment (whether of principal or interest and regardless of amount) inrespect of any Material Indebtedness (including any Debt under the First Lien Credit Facility), when and as the same shall become dueand payable after giving effect to any grace periods applicable thereto;

(g) (i) any event or condition occurs that results in any Debt under the First Lien Credit Facility becoming due prior to itsscheduled maturity (with or without the giving of notice, the lapse of time or both) or subject to a mandatory prepayment to be made inrespect thereof, prior to its scheduled maturity; provided, however that this clause (g)(i) shall not apply to Debt under the First LienCredit Facility that becomes due as a result of (x) any Borrowing Base Deficiency or (y) the sale, transfer or other disposition ofproperty or assets securing such Debt permitted under the terms thereof or (ii) any event or condition occurs that results in any MaterialIndebtedness (other than Debt under the First Lien Credit Facility) 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 such Material Indebtedness or anytrustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the Redemption thereof or anyoffer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Issuer or any other Note Party to make anoffer in respect thereof;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganizationor other relief in respect of RRI or any Note Party, or its or their debts, or of a substantial part of its or their assets, under any Federal,state or foreign 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 RRI, the Issuer or any other Note Party or for a substantial part of itsor their assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decreeapproving or ordering any of the foregoing shall be entered;

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(i) RRI, the Issuer or any other Note Party shall (i) voluntarily commence any proceeding or file any petition seeking 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 inSection 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for RRI, the Issuer or any other Note Party or for a substantial part of its or their assets, (iv) file an answer admitting thematerial allegations of a petition filed against it or them in any such proceeding, (v) make a general assignment for the benefit ofcreditors, (vi) take any action for the purpose of effecting any of the foregoing; or (vii) become unable, admit in writing its inability orfail generally to pay its debts as they become due;

(j) one or more judgments for the payment of money in an aggregate amount in excess of $2,000,000 (to the extent not covered byindependent third party insurance as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding)shall be rendered against any Note Party or any combination thereof and the same shall remain undischarged for a period of 30consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor toattach or levy upon any assets of any Note Party to enforce any such judgment;

(k) the Note Documents (including the Intercreditor Agreement) after delivery thereof shall for any reason, except to the extentpermitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their termsagainst RRI, the Issuer or any other Note Party thereto or, in the case of the Intercreditor Agreement, against any other party thereto, orshall be repudiated by any of them or cease to create valid and perfected Liens of the priority required thereby on the Collateralpurported to be covered thereby, except to the extent permitted by the terms of this Agreement, or RRI, the Issuer or any other NoteParty or any of their Affiliates shall so state in writing; and

(l) (i) an ERISA Event occurs with respect to a Plan that has resulted or could reasonably be expected to result in a MaterialAdverse Effect, or (ii) the Issuer or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, anyinstallment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan that has resultedor could reasonably 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) or Section 10.01(i)), at any time thereafterduring the continuance of such Event of Default, the Agent may with the consent of the Requisite Holders or shall at the request of theRequisite Holders, by notice to the Issuer, take either or both of the following actions, at the same or different times: (i) terminate theCommitments, and thereupon the Commitments shall terminate immediately, and (ii) by written notice to the Issuer, declare the Notesthen outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable maythereafter be declared to be due and payable), and thereupon the principal of the Notes so declared to be due and payable, together withaccrued interest thereon and all fees, premiums and other obligations of the Note Parties accrued and payable hereunder and under theNotes and the other Note Documents,

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shall become due and payable immediately, without presentment, demand (other than written notice), protest, notice of intent toaccelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Note Party; and in case of anEvent of Default described in Section 10.01(h) or Section 10.01(i), the Commitments shall automatically terminate and the Notes andthe principal of the Notes then outstanding, together with accrued interest thereon and all fees and the other obligations of the Issuerand the other Note Parties accrued hereunder and under the Notes and the other Note Documents Note Documents (including theamounts set forth in clause (b)), shall automatically and immediately become due and payable, without presentment, demand, protest,notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Note Party.

(b) If the maturity of the Notes shall be accelerated (under any provision of this Article X or otherwise) (whether by notice orautomatically) a premium equal to the Make-Whole Amount or Repayment Fee (in each case, determined as if the Notes were repaid atthe time of such acceleration at the option of the Issuer pursuant to Section 3.06(g)) shall become automatically and immediately dueand payable, and Issuer will pay such premiums, as compensation to the Holders for the loss of their investment opportunity and not asa penalty, whether or not a Bankruptcy Event has commenced, and (if a Bankruptcy Event has commenced) without regard to whethersuch Bankruptcy Event is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, orotherwise, and without regard to whether the Notes and other Obligations are satisfied or released by foreclosure (whether or not bypower of judicial proceeding), deed in lieu of foreclosure or by any other means. Without limiting the foregoing, any acceleration,redemption, prepayment, repayment, or payment of the Obligations in or in connection with a Bankruptcy Event shall constitute anoptional prepayment thereof under the terms of Section 3.03 and require the immediate payment of the Make-Whole Amount andRepayment Fee. Any premium payable pursuant to this Article X shall be presumed to be the liquidated damages sustained by eachLender as a result of the early redemption and the Credit parties agreed that it is reasonable under the circumstances currently existing.

(c) In the case of the occurrence of an Event of Default, the Agent and the Holders will have all other rights and remediesavailable at law and equity.

(d) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after maturity of the Notes,whether by acceleration or otherwise, shall be applied:

(i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and indemnities payableto the Agent in its capacity as such (including any costs and expenses related to foreclosure or realization upon, or protecting,Collateral);

(ii) second, pro rata to payment or reimbursement of that portion of the Obligations constituting fees, expenses andindemnities payable to the Holders and the other Indemnitees under Section 12.03;

(iii) third, pro rata to payment of accrued Interest (including interest at the Default Rate, if any) on the Notes;

(iv) fourth, pro rata to pay the Change in Control Premium, Make-Whole Amount, Repayment Fee or other amount due andpayable pursuant to Section 3.06(g), if any, on the Notes (including, for the avoidance of doubt, any Change in Control Premium,Make-Whole Amount, any Repayment Fee or other amount due and payable pursuant to Section 3.06(g) resulting from theprepayment of principal under clause fifth below);

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(v) fifth, pro rata to payment of principal outstanding on the Notes which have not yet been reimbursed by or on behalf ofthe Issuer at such time;

(vi) sixth, pro rata to any other Obligations; and

(vii) seventh, any excess, after all of the Obligations shall have been Paid in Full in cash, shall be paid to the Issuer or asotherwise required by any Governmental Requirement.

Notwithstanding the foregoing, amounts received from the Issuer or any Guarantor that is not an “eligible contract participant” underthe Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that anyamount is applied to Obligations other than Excluded Swap Obligations as a result of this this clause, the Agent shall make suchadjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contractparticipants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect toObligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregaterecoveries with respect to other Obligations pursuant to clause fourth above).

ARTICLE XIThe Agent

Section 11.01 Appointment; Powers. U.S. Bank National Association is hereby appointed the Agent hereunder and under the otherNote Documents and each Holder hereby authorizes U.S. Bank National Association, in such capacity, to act as its agent (including ascollateral agent) in accordance with the terms hereof and the other Note Documents. The Agent hereby agrees to act upon the expressconditions contained herein and the other Note Documents, as applicable. The provisions of this Section 11.01 are solely for the benefit ofthe Agent and the Holders and no Note Party shall have any rights as a primary or third party beneficiary of any of the provisions thereof,except as expressly set forth herein. In performing its functions and duties hereunder, the Agent shall act solely as an agent of the Holdersand does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any NoteParty or any Affiliate thereof.

Section 11.02 Duties and Obligations of the Agent. Each Holder irrevocably authorizes the Agent to take such action on such Holder’sbehalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the other Note Documents as arespecifically delegated or granted to the Agent by the terms hereof and thereof, together with such actions, powers, rights and remedies asare reasonably incidental thereto. The Agent shall have only those duties and responsibilities that are expressly specified herein and theother Note Documents. Without limiting the generality of the foregoing, the Agent shall not have or be deemed to have, by reason hereof orany of the other Note Documents, a fiduciary relationship in respect of any Holder; and nothing herein or any of the other Note Documents,expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect hereof or any of theother Note Documents except as expressly set forth herein or therein.

Section 11.03 General Immunity.

(a) No Responsibility for Certain Matters. The Agent shall not be responsible to any Holder for the execution, effectiveness,genuineness, validity, enforceability, collectability or sufficiency hereof or any other Note Document or for any representations,warranties, recitals or

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statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reportsor certificates or any other documents furnished or made by the Agent to the Holders or by or on behalf of any Note Party to the Agentor any Holder in connection with the Note Documents and the transactions contemplated thereby or for the financial condition orbusiness affairs of any Note Party or any other Person liable for the payment of any Obligations, nor shall Agent be required toascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements containedin any of the Note Documents or as to the use of the proceeds of the Notes or as to the existence or possible existence of any Event ofDefault or Default or to make any disclosures with respect to the foregoing. The Agent shall not be responsible for the satisfaction ofany condition set forth in Article VI or elsewhere in any Note Document, other than to confirm receipt of items expressly required to bedelivered to the Agent. The Agent will not be required to take any action that is contrary to applicable law or any provision of thisAgreement or any Note Document. Anything contained herein to the contrary notwithstanding, the Agent shall not have any liabilityarising from confirmations of the amount of outstanding Notes or the component amounts thereof.

(b) Exculpatory Provisions. Subject to clause (b)(ii) hereof further limiting the liability of the Agent, neither the Agent nor any ofits officers, partners, directors, employees or agents shall be liable to the Holders for any action taken or omitted by the Agent under orin connection with any of the Note Documents, except to the extent caused by the Agent’s gross negligence or willful misconduct asdetermined by a court of competent jurisdiction in a final, nonappealable order. The Agent shall be entitled to refrain from any act orthe taking of any action (including the failure to take an action) in connection herewith or any of the other Note Documents or from theexercise of any power, discretion or authority vested in it hereunder or thereunder, except powers and authority expressly contemplatedhereby or thereby, unless and until the Agent shall have received written instructions in respect thereof from Requisite Holders (or theHolders as may be required to give such instructions under Section 12.02) or in accordance with the applicable Security Instrument,and, upon receipt of such instructions from Requisite Holders (or the Holders, as the case may be), or in accordance with the otherapplicable Security Instrument, as the case may be, the Agent shall act or (where so instructed) refrain from acting, or to exercise suchpower, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) Agentshall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to begenuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protectedand free from liability in relying on opinions and judgments of attorneys (who may be attorneys for the Note Parties), accountants,experts and other professional advisors selected by it; and (ii) no Holder shall have any right of action whatsoever against Agent as aresult of the Agent acting or (where so instructed) refraining from acting hereunder or any of the other Note Documents in accordancewith the instructions of Requisite Holders (or the Holders as may be required to give such instructions under Section 12.02) or inaccordance with the applicable Security Instrument. The Agent shall be fully justified in failing or refusing to take any action under thisAgreement or any other Note Document unless Agent shall first receive such advice or concurrence of the Holders (as required by thisAgreement) and until such instructions are received, the Agent shall act, or refrain from acting, as it deems advisable. If the Agent sorequests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense that may beincurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or inrefraining from acting, under this Agreement or any other Note Document in accordance with a request or consent of the RequisiteHolders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. No provisionof this Agreement or any other Note Document or any agreement or instrument contemplated hereby or thereby, the transactionscontemplated hereby or thereby shall require Agent to: (i) expend or

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risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or poweror (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers. The Agentshall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted underthis Agreement, any other Note Document or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing,recording, re- recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of furtherassurance or other instrument in any public office at any time or times, or (iii) providing, maintaining, monitoring or preservinginsurance on or the payment of taxes with respect to any of the Collateral. The actions described in items (i) through (iii) of theimmediately preceding sentence shall be the responsibility of the Holders and the Note Parties. The Agent shall not be required toqualify in any jurisdiction in which it is not presently qualified to perform its obligations as the Agent. The Agent has accepted and isbound by the Note Documents executed by the Agent as of the date of this Agreement and, as directed in writing by the RequisiteHolders, the Agent shall execute additional Note Documents delivered to it after the date of this Agreement; provided, however, thatsuch additional Note Documents do not adversely affect the rights, privileges, benefits and immunities of the Agent. The Agent will nototherwise be bound by, or be held obligated by, the provisions of any loan agreement, indenture or other agreement governing theObligations (other than this Agreement and the other Note Documents to which such Agent is a party). No written direction given tothe Agent by the Requisite Holders or any Note Party that in the sole judgment of the Agent imposes, purports to impose or mightreasonably be expected to impose upon Agent any obligation or liability not set forth in or arising under this Agreement and the otherNote Documents will be binding upon Agent unless Agent elects, at its sole option, to accept such direction. The Agent shall not beresponsible or liable for any failure or delay in the performance of its obligations under this Agreement or the other Note Documentsarising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts ofGod; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; business interruptions; loss ormalfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil ormilitary authority and governmental action. Beyond the exercise of reasonable care in the custody of the Collateral in the possession orcontrol of the Agent or its bailee, the Agent will not have any duty as to any other Collateral or any income thereon or as to preservationof rights against prior parties or any other rights pertaining thereto. The Agent will be deemed to have exercised reasonable care in thecustody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its ownproperty, and Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the actor omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith. The Agent will not beresponsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability ofthe Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its parthereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Agent, asdetermined by a court of competent jurisdiction in a final, nonappealable order, for the validity or sufficiency of the Collateral or anyagreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or forthe payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. TheAgent hereby disclaims any representation or warranty to the present and future holders of the Obligations concerning the perfection ofthe Liens granted hereunder or in the value of any of the Collateral. In the event that Agent is required to acquire title to an asset for anyreason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefitof another, which in Agent’s sole discretion may cause Agent to be considered an “owner or operator” under any Environmental Lawsor otherwise cause Agent to

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incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Agent reserves theright, instead of taking such action, either to resign as the Agent or to arrange for the transfer of the title or control of the asset to acourt appointed receiver. As between the Issuer and the Agent, or with respect to any matters related to this agreement, the Issueragrees that the Agent should not be liable to any person for any environmental liability or any environmental claims or contributionactions under any federal, state or local law, rule or regulation by reason of the Agent’s actions and conduct as authorized, empoweredand directed hereunder or relating to any kind of Release or threatened Release of any Hazardous Materials into the environment. EachHolder authorizes and directs Agent to enter into this Agreement and the other Note Documents to which it is a party. Each Holderagrees that any action taken by the Agent or Requisite Holders in accordance with the terms of this Agreement or the other NoteDocuments and the exercise by the Agent or Requisite Holders of their respective powers set forth therein or herein, together with suchother powers that are reasonably incidental thereto, shall be binding upon all of the Holders.

(c) Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event ofDefault, except with respect to Events of Default in the payment of principal, interest and fees required to be paid to the Agent for theaccount of the Holders, unless Agent shall have received written notice from a Holder or the Issuer in accordance with the noticerequirements of Section 12.01 herein referring to this Agreement, describing such Default or Event of Default and stating that such notice isa “notice of default.” Agent will notify the Holders of its receipt of any such notice, the Agent may (but shall not be obligated to) take suchaction, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interestof the Holders.

Section 11.04 Action by the Agent. The Agent shall have no duty to take any discretionary action or exercise any discretionarypowers, except discretionary rights and powers expressly contemplated hereby or by the other Note Documents that the Agent is requiredto exercise in writing as directed by the Requisite Holders (or such other number or percentage of the Holders as shall be necessary underthe circumstances as provided in Section 12.02) and in all cases the Agent shall be fully justified in failing or refusing to act hereunder orunder any other Note Documents unless it shall (a) receive written instructions from the Requisite Holders or the Holders, as applicable, (orsuch other number or percentage of the Holders as shall be necessary under the circumstances as provided in Section 12.02) specifying theaction to be taken and (b) be indemnified to its satisfaction by the Holders against any and all liability and expenses which may be incurredby it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuantthereto by the Agent shall be binding on all of the Holders. If a Default has occurred and is continuing, then the Agent shall take suchaction with respect to such Default as shall be directed by the requisite Requisite Holders in the written instructions (with indemnities)described in this Section 11.04 provided that, unless and until the Agent shall have received such directions, the Agent may (but shall notbe obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the bestinterests of the Holders. In no event, however, shall the Agent be required to take any action which, in its opinion, or the opinion of itscounsel, exposes the Agent to liability or which is contrary to this Agreement, the Note Documents or applicable law, including, for theavoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law. If a Default has occurred and iscontinuing, no Agent shall have any obligation to perform any act in respect thereof. The Agent shall not be liable for any action taken ornot taken by it with the consent or at the request of the Requisite Holders or the Holders (or such other number or percentage of theHolders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Agent shall not be liable for anyaction taken or not taken by it hereunder or under any other Note Document or under any other document or instrument referred to orprovided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for itsown gross negligence or willful misconduct.

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Section 11.05 The Holders’ Representations, Warranties and Acknowledgement .

(a) Each Holder represents and warrants to the Agent that it has made its own independent investigation of the financial conditionand affairs of each Note Party, without reliance upon the Agent or any other Holder and based on such documents and information as ithas deemed appropriate, in connection with Note Purchases hereunder and that it has made and shall continue to make its own appraisalof the creditworthiness of each Note Party. The Agent shall not have any duty or responsibility, either initially or on a continuing basis,to make any such investigation or any such appraisal on behalf of the Holders or to provide any Holder with any credit or otherinformation with respect thereto, whether coming into its possession before the purchase of the Notes or at any time or times thereafter,and the Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to theHolders.

(b) Each Holder, by delivering its signature page to this Agreement or a joinder agreement and funding its Note, shall be deemedto have acknowledged receipt of, and consented to and approved, each Note Document and each other document required to beapproved by the Agent, Requisite Holders or the Holders, as applicable.

Section 11.06 Successor Agent.

(a) Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at anytime by giving thirty (30) days’ prior written notice thereof to the Requisite Holders, and the Issuer. The Agent may be removed as theAgent at the request of the Requisite Holders. Upon any such notice of resignation or removal, Requisite Holders shall have the right(in consultation with the Issuer unless an Event of Default shall have occurred and is continuing), to appoint a successor Agent. If nosuccessor shall have been so appointed by the Requisite Holders and shall have accepted such appointment within thirty (30) days afterthe retiring Agent gives notice of its resignation, then the retiring Agent’s resignation shall nevertheless thereupon become effective andthe Requisite Holders shall perform all of the duties of the Agent, as applicable, hereunder until such time, if any, as the RequisiteHolders appoint a successor Agent as provided for above. In such case, the Requisite Holders shall appoint one Person to act as theAgent for purposes of any communications with the Issuer, and until the Issuer shall have been notified in writing of such Person andsuch Person’s notice address as provided for in Section 12.01, the Issuer shall be entitled to give and receive communications to/fromthe resigning Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent and the payment of theoutstanding fees and expenses of the resigning or removed Agent, that successor Agent shall thereupon succeed to and become vestedwith all the rights, powers, privileges and duties of the retiring or removed Agent and the retiring or removed Agent shall promptly(i) transfer to such successor Agent all sums and other items of Collateral held under the Security Instruments, together with all recordsand other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the NoteDocuments, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions,as may be reasonably requested in connection with the assignment to such successor Agent of the security interests created under theSecurity Instruments (the reasonable out-of-pocket expenses of which shall be borne by the Issuer), whereupon such retiring orremoved Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or any Agent’sremoval hereunder as Agent, the provisions of this Section 11.06 shall inure to its benefit as to any actions taken or omitted to be takenby it while it was the Agent hereunder.

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(b) The Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any otherNote Document by or through any one or more sub-agents appointed by the Agent and any such sub-agent may perform any and all ofits duties and exercise its rights and powers by or through their respective Affiliates. The Agent shall not be responsible for the acts oromissions of its sub-agents so long as they are appointed with due care. The exculpatory, indemnification and other provisions ofSection 11.03 shall apply to any Affiliates of the Agent and shall apply to their respective activities in connection with the syndicationof the Notes issued hereby. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) ofSection 12.11(a) shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respectiveactivities as sub-agent.

Section 11.07 Security Instruments.

(a) Agent under Security Instruments; Releases. Each Holder and other Secured Party hereby irrevocably authorizes the Agent, onbehalf of and for the benefit of the Holders and the other Secured Parties, to be the agent for and representative of the Holders and theother Secured Parties with respect to the Security Instruments and to enter into such other agreements with respect to the Collateral(including intercreditor agreements) as it may deem necessary with the consent of the Requisite Holders. The Agent is expresslyauthorized to execute any documents or instruments or take other actions necessary to (i) release any Lien (x) encumbering any item ofCollateral that is the subject of a sale or other disposition of assets permitted hereby or (y) with respect to which release the RequisiteHolders (or the Holders as may be required to give such consent under Section 12.02) have consented to, or (ii) release any Guarantorfrom the guarantee pursuant to the Guaranty Agreement with respect to (x) any Person that no longer constitutes a Subsidiary as a resultof a transaction permitted hereby or (y) which release the Requisite Holders (or such other Holders as may be required to give suchconsent under Section 12.02) have consented to.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Note Documents to the contrarynotwithstanding, the Issuer, the Agent and each Holder hereby agree that (i) no Holder shall have any right individually to realize uponany of the Collateral or to enforce any guaranty or exercise any other remedy provided under the Note Documents (other than the rightof set-off), it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agent (actingat the written direction of the Requisite Holders), on behalf of the Holders in accordance with the terms hereof and all powers, rightsand remedies under this Agreement and the Security Instruments may be exercised solely by the Agent (acting at the written directionof the Requisite Holders), and (ii) in the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale,the Agent or its nominee may be the purchaser of any or all of such Collateral at any such sale and Agent, as the Agent for andrepresentative of the Holders (but not any Holder or the Holders in its or their respective individual capacities unless the RequisiteHolders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of thepurchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations arising underthe Note Documents as a credit on account of the purchase price for any collateral payable by the Agent at such sale.

Section 11.08 Posting of Approved Electronic Communications.

(a) Delivery of Communications. Each Note Party hereby agree, unless directed otherwise by the Agent or unless the electronicmail address referred to below has not been provided by the Agent to such Person, that it will provide to the Agent all information,documents and other materials that it is obligated to furnish to the Agent or to the Holders pursuant to the Note

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Documents, including all notices, requests, financial statements, financial and other reports, certificates and other informationmaterials, but excluding any such communication that (i) is or relates to a Note Purchase Notice, (ii) relates to the payment of anyprincipal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event ofDefault under this Agreement or any other Note Document, or (iv) is required to be delivered to satisfy any condition precedent to theeffectiveness of this Agreement and/or any Note or other Note Purchase hereunder (all such non-excluded communications beingreferred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properlyidentified in a format acceptable to the Issuer and Agent to an electronic mail address as directed by the Agent. In addition, each NoteParty agrees to continue to provide the Communications to the Agent or the Holders, as the case may be, in the manner specified in theNote Documents.

(b) No Prejudice to Notice Rights. Nothing herein shall prejudice the right of the Agent or any Holder to give any notice or othercommunication pursuant to any Note Document in any other manner specified in such Note Document.

Section 11.09 Agent May File Proofs of Claim. The Holders and each Note Party hereby agree that after the occurrence of an Event ofDefault pursuant to Section 10.01(h) or Section 10.01(i), in case of the pendency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Note Party, the Agent (irrespective ofwhether the principal of any Note shall then be due and payable as herein expressed or by declaration or otherwise and irrespective ofwhether Agent shall have made any demand on any Note Party) shall be entitled and empowered, by intervention in such proceeding orotherwise:

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and any otherObligations that are owing and unpaid and to file such other papers or documents as may be necessary or advisable in order to have theclaims of the Holders, the Agent and other agents (including any claim for the reasonable compensation, expenses, disbursements andadvances of the Holders, the Agent and other agents and their agents and counsel and all other amounts due the Holders, the Agent andother agents hereunder) allowed in such judicial proceeding; and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, interim trustee, trustee, liquidator, sequestrator or other similar official in any such judicialproceeding is hereby authorized by each Holder to make such payments to the Agent and, in the event that Agent shall consent to themaking of such payments directly to the Holders, to pay to the Agent any amount due for the compensation, expenses, disbursements andadvances of the Agent and its agents and counsel, and any other amounts due Agent and other agents hereunder. Nothing herein containedshall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,arrangement, adjustment or composition affecting the Obligations or the rights of any Holders or to authorize Agent to vote in respect ofthe claim of any Holder in any such proceeding. Further, nothing contained in this Section 11.09 shall affect or preclude the ability of anyHolder to (i) file and prove such a claim in the event that Agent has not acted within ten (10) days prior to any applicable bar date and(ii) require an amendment of the proof of claim to accurately reflect such Holder’s outstanding Obligations.

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Section 11.10 Intercreditor Agreement. Each Holder (and each Person that becomes a Holder hereunder pursuant to Section 12.04)hereby authorizes the Agent to enter into, join or otherwise become party to the Intercreditor Agreement on behalf of such Holder, in eachcase, as needed to effectuate the transactions permitted by this Agreement and agrees that the Agent may take such actions on its behalf asis contemplated by the terms of Intercreditor Agreement. Without limiting the provisions of Sections 9.02, 11.01 and 12.03, each Holderhereby consents to the Agent and any successor serving in such capacity and agrees not to assert any claim (including as a result of anyconflict of interest) against the Agent, or any such successor, arising from the role of the Agent or such successor under the NoteDocuments or any such intercreditor agreement so long as it is either acting in accordance with the terms of such documents and otherwisehas not engaged in gross negligence or willful misconduct (as determined in a final and non-appealable judgment by a court of competentjurisdiction). In addition, the Agent, or any such successor, shall be authorized, with the consent of the Requisite Holders, to execute or toenter into amendments of, and amendments and restatements of, the Security Instruments, the Intercreditor Agreement and any additionaland replacement intercreditor agreements, as is contemplated by the terms of the Intercreditor Agreement.

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 toSection 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand orovernight courier service, mailed by certified or registered mail or sent by fax, as follows:

(i) if to RRI or the Issuer, as set forth on Annex II;

(ii) if to the Agent, as set forth on Annex II;

(iii) if to any other Holder, as set forth on Annex II.

(b) Notices and other communications to the Holders hereunder may be delivered or furnished by electronic communicationspursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II, Article III,Article IV and Article V unless otherwise agreed by the Agent and the applicable Holder. The Agent or the Issuer may, in its discretion,agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it;provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the otherparties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreementshall be deemed to have been given on the date of receipt or upon confirmed receipt of fax transmission (which confirmation shall bemade by telephone call by the sender to the Agent, confirmation by electronic messaging shall not be deemed to be confirmation ofreceipt).

Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Agent, any other Agent or Holder to exercise and no delay in exercising, and no course of dealingwith respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege,under any of the Note Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power orprivilege under any of the Note Documents preclude any other or further exercise

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thereof or the exercise of any other right, power or privilege. The rights and remedies of the Agent, each other Agent and the Holdershereunder and under the other Note Documents are cumulative and are not exclusive of any rights or remedies that they wouldotherwise have. No waiver of any provision of this Agreement or any other Note Document or consent to any departure by RRI or anyNote Party 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 theforegoing, the purchase of any Note shall not be construed as a waiver of any Default, regardless of whether the Agent, any otherAgent or any Holder may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof nor any Note Document nor any provision thereof may be waived, amendedor modified except pursuant to an agreement or agreements in writing entered into by the Issuer and/or the other applicable NoteParties and the Requisite Holders or by the Issuer and/or the other applicable Note Parties and the Agent with the consent of theRequisite Holders; provided that no such agreement shall (i) increase the Commitment of any Holder without the written consent ofsuch Holder, (ii) [reserved], (iii) reduce the principal amount of any Note or reduce the rate of interest thereon, or reduce any feespayable hereunder, or reduce any other Obligations hereunder or under any other Note Document, without the written consent of eachHolder affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Note, or anyinterest thereon, or any fees payable hereunder, or any other Obligations hereunder or under any other Note Document, or reduce theamount of, waive or excuse any such payment, or postpone or extend the Maturity Date without the written consent of each Holderaffected thereby; provided, however, the mandatory prepayment provisions contained in Section 3.04(a), Section 3.04(c) andSection 3.04(f) may be waived with the consent of the Requisite Holders, (v) change Section 4.01(b) or Section 4.01(c) in a mannerthat would alter the pro rata sharing of payments required thereby, without the written consent of each Holder, (vi) waive or amendSection 3.04(c), Section 6.01, or Section 12.18 without the written consent of each Holder affected thereby, (vii) release any materialGuarantor (except as set forth in Section 11.07 or the Guaranty Agreement), release all or substantially all of the collateral (other thanas provided in Section 11.10 of the Guaranty Agreement), or reduce the percentages set forth in Section 8.14(a), without the writtenconsent of each Holder, (viii) change any of the provisions of this Section 12.02(b) or the definitions of “Requisite Holders” or “ProRata Share” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify anyrights hereunder or under any other Note Documents or make any determination or grant any consent hereunder or any other NoteDocuments, without the written consent of each Holder; or (ix) change Section 10.02(c) without the consent of each Person to whoman Obligation is owed; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of theAgent hereunder or under any other Note Document without the prior written consent of the Agent. Notwithstanding the foregoing, anysupplement to any Schedule shall be effective simply by delivering to the Agent a supplemental schedule clearly marked as such and,upon receipt, the Agent will promptly deliver a copy thereof to the Holders. Notwithstanding the foregoing, the Issuer and the Agentmay amend this Agreement or any other Note Document without the consent of the Holders in order to correct, amend or cure anyambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Note Document.

Section 12.03 Expenses, Indemnity; Damage Waiver.

(a) The Issuer shall pay (i) all reasonable out-of-pocket expenses incurred by the Agent, the Requisite Holders and their respectiveAffiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, the Requisite Holders and their respectiveAffiliates and to the extent necessary as determined by the Agent or Requisite Holders, other outside

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consultants for the Agent or Requisite Holders, the reasonable travel, photocopy, mailing, courier, telephone and other similarexpenses, and the cost of environmental assessments and audits and surveys and appraisals, in connection with the syndication of thecredit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after theexecution hereof and including advice of counsel to the Agent and Requisite Holders as to the rights and duties of the Agent and theHolders with respect thereto) of this Agreement and the other Note Documents and any amendments, modifications or waivers of orconsents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall beconsummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by the Agent or any Holder in connection withany filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument orany other document referred to therein and (iii) all out-of-pocket expenses incurred by the Agent, any other Agent or any Holder,including the fees, charges and disbursements of any external counsel for the Agent, any other Agent or any Holder in connection withthe enforcement or protection of its rights in connection with this Agreement or any other Note Document, including its rights underthis Section 12.03 in connection with the Notes issued hereunder, including all such out-of-pocket expenses incurred during anyworkout, restructuring or negotiations in respect of such Notes.

(b) THE ISSUER SHALL INDEMNIFY EACH AGENT AND EACH HOLDER, AND EACH RELATED PARTY OF ANYOF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFENDAND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES,LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ONE OUTSIDECOUNSEL FOR EACH INDEMNITEE AND, IF REASONABLY NECESSARY, OF A SINGLE LOCAL COUNSEL IN EACHAPPROPRIATE JURISDICTION (WHICH MAY INCLUDE A SINGLE SPECIAL COUNSEL ACTING IN MULTIPLEJURISDICTIONS) FOR ALL SUCH INDEMNITEES, TAKEN AS A WHOLE (AND, IN THE CASE OF AN ACTUAL ORPERCEIVED CONFLICT OF INTEREST, ONE ADDITIONAL COUNSEL FOR SUCH AFFECTED INDEMNITEE(S)),INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS ARESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR ANYAGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, (ii) THE PERFORMANCE BY THE PARTIESHERETO OR THE PARTIES TO ANY OTHER NOTE DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER ORTHEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHERNOTE DOCUMENT, (iii) THE FAILURE OF RRI OR ANY NOTE PARTY TO COMPLY WITH THE TERMS OF ANY NOTEDOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iv) ANYINACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE ISSUER ORANY NOTE PARTIES SET FORTH IN ANY OF THE NOTE DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS ORCERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (v) ANY NOTE OR OR THE USE OF THE PROCEEDSTHEREFROM, (vi) ANY OTHER ASPECT OF THE NOTE DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF RRIOR ANY NOTE PARTY BY SUCH PERSONS, (viii) ANY ASSERTION THAT THE HOLDERS WERE NOT ENTITLED TORECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAWAPPLICABLE TO THE ISSUER OR ANY OTHER NOTE PARTY OR ANY OF THEIR PROPERTIES OR OPERATIONS,INCLUDING THE ACTUAL OR ALLEGED PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE,USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR

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TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THEIRPROPERTIES OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE ISSUER OR ANY OF ITSSUBSIDIARIES, (x) THE BREACH OR NON-COMPLIANCE BY THE ISSUER OR ANY OTHER NOTE PARTY WITH ANYENVIRONMENTAL LAW APPLICABLE TO THE ISSUER OR ANY OTHER NOTE PARTY, (xi) THE PAST OWNERSHIP BYTHE ISSUER OR ANY OTHER NOTE PARTY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIRPROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENTLIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENEDRELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GASWASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATEDBY THE ISSUER OR ANY OTHER NOTE PARTY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OFHAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE ISSUER OR ANY OTHERNOTE PARTY, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE ISSUER OR ANY OTHERNOTE PARTY, (xiv) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THENOTE DOCUMENTS, OR (xv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION ORPROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY NOTE PARTY, AND REGARDLESS OF WHETHERANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEENOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER,WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OFNEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THEINDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THEINDEMNITEES INCLUDING ORDINARY NEGLIGENCE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANYINDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATEDEXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLEJUDGMENT TO (X) HAVE RESULTED FROM (1) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCHINDEMNITEE OR (2) THE MATERIAL BREACH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS AGREEMENT ORTHE OTHER NOTE DOCUMENTS OR (Y) RELATE TO TAXES, WHICH SHALL BE SUBJECT TO INDEMNIFICATIONPURSUANT TO SECTION 5.03, OTHER THAN TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISINGFROM ANY NON-TAX CLAIM.

(c) To the extent that the Issuer fails to pay any amount required to be paid by it to the Agent or any Agent under Section 12.03(a)or (b), each Holder severally agrees to pay to the Agent or such Agent, as the case may be, such Holder’s Pro Rata Share (determinedas of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that theunreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or assertedagainst the Agent or such Agent in its capacity as such.

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(d) To the extent permitted by applicable law, (i) the Issuer shall not assert, and the Issuer hereby waives, any claim against anyIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications,electronic or other information transmission systems (including the Internet), and (ii) the Issuer shall not, and shall cause each NoteParty not to, assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequentialor punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, anyother Note Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or the use of theproceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Issuer of any obligation it may have to indemnify anIndemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section 12.03 shall be payable not later than 10 days after written demand and invoice therefor.

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 respectivesuccessors and assigns permitted hereby, except that (i) neither RRI nor the Issuer may assign or otherwise transfer any of its rights orobligations hereunder without the prior written consent of the Agent and each Holder (and any attempted assignment or transfer by RRIor the Issuer without such consent shall be null and void) and (ii) no Holder may assign or otherwise transfer its rights or obligationshereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to conferupon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extentprovided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and theHolders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Subject to the conditions set forth in Section 12.04(b)(i), any Holder may assign to one or more assignees (each, an“Assignee”) any Notes and all or a portion of its rights and obligations under this Agreement with the prior written consent of the Issuer(such consent not to be unreasonably withheld), provided that no consent of the Issuer shall be required if (1) an Event of Default hasoccurred and is continuing, (2) at any other time, such assignment is to an Eligible Assignee or (3) at any other time, such assignment isto any Assignee so long as EIG continues to hold more than 50.0% of aggregate outstanding principal amounts of the Notes aftergiving effect to such assignment; provided further, that the Issuer shall be deemed to have consented to any such assignment unless theIssuer shall object thereto by written notice to the Agent within ten (10) Business Days after having received written notice thereof.

(i) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Holder, an Affiliate of a Holder, a Related Fund or an assignment of theentire remaining amount of the assigning Holder’s Notes, the amount of the Notes of the assigning Holder subject to eachsuch assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to theAgent) shall not be less than $100,000 unless each of the Issuer and the Agent otherwise consent, provided that no suchconsent of the Issuer 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 Holder’srights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Agent an Assignment Agreement, together with aprocessing and recordation fee of $3,500 (other than in the case of an assignment from a Holder to its Affiliate or to aRelated Fund); and

(D) the assignee, if it shall not be a Holder, shall deliver to the Agent an Administrative Questionnaire.

(ii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified ineach Assignment Agreement the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by suchAssignment Agreement, have the rights and obligations of a Holder under this Agreement, and the assigning Holder thereundershall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement(and, in the case of an Assignment Agreement covering all of the assigning Holder’s rights and obligations under this Agreement,such Holder shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.03 andSection 12.03). If any such assignment occurs after the issuance of any Note hereunder, the assigning Holder shall, upon theeffectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Note to the Agent forcancellation, and thereupon the Issuer shall issue and deliver a new Note, if so requested by the assignee and/or assigning Holder,to such assignee and/or to such assigning Holder, with appropriate insertions, to reflect the outstanding principal balance underthe Notes of the assignee and/or the assigning Holder. Any assignment or transfer by a Holder of rights or obligations under thisAgreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Holderof a participation in such rights and obligations in accordance with Section 12.04(c).

(iii) The Agent, acting solely for this purpose as a non-fiduciary agent of the Issuer, shall maintain at one of its offices acopy of each Assignment Agreement delivered to it and the Register. The entries in the Register shall be conclusive absentmanifest error, and the Issuer, the Agent and the Holders shall treat each Person whose name is recorded in the Register pursuantto the terms hereof as a Holder hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Registershall be available for inspection by the Issuer and any Holder, at any reasonable time and from time to time upon reasonable priornotice. In connection with any changes to the Register, if necessary, the Agent will reflect the revisions on Annex I and forward acopy of such revised Annex I to the Issuer and each Holder.

(iv) Upon its receipt of a duly completed Assignment Agreement executed by an assigning Holder and an assignee, theAssignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shallalready be a Holder hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent tosuch assignment required by this Section 12.04(b), the Agent shall accept such Assignment Agreement and record theinformation 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).

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(v) Each Holder, in its role as assignee, upon executing and delivering an Assignment Agreement, represents and warrantsas of the applicable effective date (as set forth in the applicable Assignment Agreement) that (A) it has experience and expertise inthe making of or investing in notes; and (B) it will make or invest in, as the case may be, its Notes for its own account in theordinary course of its business and without a view to distribution of such Notes within the meaning of the Securities Act or theExchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 12.04, thedisposition of Notes or any interests therein shall at all times remain within its exclusive control). In addition, each Holderbecoming party hereto after the Effective Date, upon executing and delivering an Assignment Agreement, shall be deemed tohave made the representations and warranties contained in Article XIII as of the applicable effective date (as set forth in theapplicable Assignment Agreement).

(vi) Notwithstanding the foregoing, no assignment or participation shall be made to any Note Party or any Affiliate of aNote Party.

(c) (i) Holder may at any time, without the consent of, or notice to, the Issuer, the Agent or any other Person, sell participations toany Person (other than a natural Person or the Issuer or any of the Issuer’s Affiliates or Subsidiaries) (a “Participant”) in all or a portionof such Holder’s rights and obligations under the Notes owing to it and this Agreement; provided that (A) such Holder’s obligationsunder this Agreement shall remain unchanged, (B) such Holder shall remain solely responsible to the other parties hereto for theperformance of such obligations, (C) the Issuer, the Agent and the other Holders shall continue to deal solely and directly with suchHolder in connection with such Holder’s rights and obligations under this Agreement, and (D) the selling Holder shall maintain theParticipant Register. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holdershall retain the sole right to enforce the Notes owing to it and this Agreement and to approve any amendment, modification or waiver ofany provision of this Agreement; provided that such agreement or instrument may provide that such Holder will not, without theconsent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.02(b) thataffects 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 Issuer agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 andSection 5.03 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to Section 12.04(b). To theextent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Holder, providedsuch Participant agrees to be subject to Section 4.01(c) as though it were a Holder. Each Holder that sells a participation shall, actingsolely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of eachParticipant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the NoteDocuments (the “Participant Register”); provided that no Holder shall have any obligation to disclose all or any portion of theParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,loans, letters of credit or its other obligations under any Note Document) to any Person except to the extent that such disclosure isnecessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Treasury RegulationSection 5f.103-1(c), proposed Treasury Regulation 1.163-5 or any applicable temporary, final or other successor regulations. Theentries in the Participant Register shall be conclusive absent manifest error, and such Holder shall treat each Person whose name isrecorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice tothe contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a ParticipantRegister.

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(i) A Participant shall not be entitled to receive any greater payment under Section 5.01 or Section 5.03 than the applicableHolder would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to agreater payment results from a Change in Law after such Participant acquired its participation. A Participant that shall not beentitled to the benefits of Section 5.03 unless such Participant agrees, for the benefit of the Issuer, to comply with therequirements and limitations under Section 5.03(e) as though it were a Holder (it being understood the documentation requiredunder Section 5.03(e) shall be provided only to the selling Holder).

(d) Any Holder may at any time pledge or assign a security interest in all or any portion of its rights under Notes owing to it andthis Agreement to secure obligations of such Holder, including any pledge or assignment to secure obligations to a Federal ReserveBank or a central bank, and this Section 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided thatno such pledge or assignment of a security interest shall release a Holder from any of its obligations hereunder or substitute any suchpledgee or Assignee for such Holder as a party hereto.

(e) Notwithstanding any other provisions of this Section 12.04, no transfer or assignment of the interests or obligations of anyHolder or any grant of participations therein shall be permitted if such transfer, assignment or grant would require the Issuer and theother Note Parties to file a registration statement with the SEC or to qualify the Notes under the “blue sky” laws of any state.

(f) Each Holder upon executing and delivering an Assignment Agreement, represents and warrants as of the applicable EffectiveDate (as defined in the applicable Assignment Agreement) that (i) it has experience and expertise in the making of or investing in notes;and (ii) it will make or invest in, as the case may be, its Notes for its own account in the ordinary course of its business and without aview to distribution of such Notes within the meaning of the Securities Act or the Exchange Act or other federal securities laws (itbeing understood that, subject to the provisions of this Section 12.04(f), the disposition of Notes or any interests therein shall at alltimes remain within its exclusive control). In addition, each Holder becoming party hereto after the Effective Date, upon executing anddelivering an Assignment Agreement, shall be deemed to have made the representations and warranties contained in Article XIII as ofthe applicable Effective Date (as defined in the applicable Assignment Agreement).

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by RRI or the Note Parties herein and in the certificates orother instruments delivered in connection with or pursuant to this Agreement or any other Note Document shall be considered to havebeen relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other NoteDocuments and the making of any Note Purchase, regardless of any investigation made by any such other party or on its behalf andnotwithstanding that the Agent, any other Agent or any Holder may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as theprincipal of or any accrued interest on any Note or any fee or any other amount payable under this Agreement is outstanding andunpaid. The provisions of Section 5.01, Section 5.02, Section 5.03 and Section 12.03 and Article XI shall survive and remain in fullforce and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Notes, or thetermination of this Agreement, any other Note Document or any provision hereof or thereof.

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(b) To the extent that any payments on the 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 anybankruptcy law, common law or equitable cause, then to such extent, the Obligations shall be revived and continue as if such paymentor proceeds had not been received and the Agent’s and the Holders’ Liens, security interests, rights, powers and remedies under thisAgreement and each Note Document shall continue in full force and effect. In such event, each Note Document shall be automaticallyreinstated and the Issuer shall, and shall cause each other Note Party to, take such action as may be reasonably requested by the Agentand the Holders 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 whichshall constitute an original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Note Documents and any separate letter agreements with respect to fees payable to the Agentconstitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previousagreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THEOTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETOAND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN 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 Agent andwhen the 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 executed counterpart of a signature page of this Agreement by fax or other similar electronic means shall be effective asdelivery of a manually executed counterpart of this Agreement.

Section 12.07 Severability. Any provision of this Agreement or any other Note Document held to be invalid, illegal or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provisionin a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Holder and each of its Affiliates ishereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (generalor special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including obligations underSwap Agreements) at any time owing by such Holder or Affiliate to or for the credit or the account of the Issuer or any other Note Partyagainst any of and all the obligations of the Issuer or any other Note Party owed to such Holder now or hereafter existing under thisAgreement or any other Note Document, irrespective of whether or not such Holder shall have made any demand under this Agreement orany other Note Document and although such obligations may be unmatured. The rights of each Holder under this Section 12.08 are inaddition to other rights and remedies (including other rights of setoff) which such Holder or its Affiliates may have.

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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 OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITSANY HOLDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BYTHE LAWS OF THE STATE WHERE SUCH HOLDER IS LOCATED.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS (AND THE ISSUERSHALL CAUSE EACH NOTE PARTY TO SUBMIT) FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION ORPROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS TO WHICH IT IS A PARTY, ORFOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVEJURISDICTION OF THE STATE DISTRICT COURTS OF NEW YORK COUNTY, NEW YORK AND THE UNITED STATESDISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND APPELLATE COURTS FROM ANY THEREOF;PROVIDED, THAT NOTHING CONTAINED HEREIN OR IN ANY OTHER NOTE DOCUMENT WILL PREVENT ANY PARTYFROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THENOTE DOCUMENTS IN ANY OTHER FORUM IN WHICH JURISDICTION CAN BE ESTABLISHED. EACH PARTY HEREBYIRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ONTHE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OFANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONEDCOURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED ORCERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHERADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AGREEMENT), SUCH SERVICE TOBECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF APARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TOCOMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHERJURISDICTION.

(d) EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENTOR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THEMAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCHLITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN,OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE ORAGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THATSUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND(iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO

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ENTER INTO THIS AGREEMENT, THE NOTE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY ANDTHEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THISSECTION 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 of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.11 Confidentiality.

(a) All information furnished from time to time (either before, on or after the date hereof) by or on behalf of the Issuer or anyother Note Party to the Agent or a Holder or any of their representatives or advisors (each, a “Recipient”) (other than any suchinformation that is available to the Agent or a Holder on a nonconfidential basis prior to disclosure by such Note Party) is so furnishedon a confidential basis (such information, the “Confidential Information”) and the Recipients will maintain the confidentiality thereofin accordance with the terms hereof; provided however, that a Recipient may disclose such information (i) to its Affiliates, partners,prospective partners, members and prospective members and its and their respective directors, managers, officers, employees,attorneys, accountants, advisors, auditors, consultants, agents or representatives with a need to know such Confidential Information(collectively “Permitted Recipients”) (provided that such potential assignee or transferee shall have been advised of and agree to bebound by the provisions of this Section 12.11(a)), (ii) to any potential assignee or transferee of any of its rights or obligations hereunder(including without limitation, in connection with a sale of any or all of the Notes) or any of their agents and advisors (provided thatsuch potential assignee or transferee shall have been advised of and agree to be bound by the provisions of this Section 12.11(a)), (iii) ifsuch information (x) becomes publicly available other than as a result of a breach of this Section 12.11(a), (y) becomes available to aRecipient or any of its Permitted Recipients on a non-confidential basis from a source other than the Note Parties or (z) isindependently developed by the Recipient or any of its Permitted Recipients without the use of or reliance on such information, (iv) toenable it to enforce or otherwise exercise any of its rights and remedies under any Note Document or (v) as consented to by the Issuer.Notwithstanding anything to the contrary set forth in this Section 12.11(a) or otherwise, nothing herein shall prevent a Recipient or itsPermitted Recipients from complying with any legal requirements (including, without limitation, pursuant to any rule, regulation, stockexchange requirement, self-regulatory body, supervisory authority, other applicable judicial or governmental order, legal process,fiduciary or similar duties or otherwise) to disclose any Confidential Information. In addition, the Recipient and its PermittedRecipients may disclose Confidential Information if so requested by a governmental, self-regulatory or supervisory authority. EachNote Party hereby acknowledges and agrees that, subject to the restrictions on disclosure of Confidential Information as provided inthis Section 12.11(a), the Recipient and their respective Affiliates are in the business of making investments in and otherwise engagingin businesses which may or may not be in competition with the Note Parties or otherwise related to their and their Affiliates’ respectivebusiness and that nothing herein shall, or shall be construed to, limit the Holders’ or their Affiliates’ ability to make such investmentsor engage in such businesses. Notwithstanding any other provision of this Section 12.11(a), the parties (and each employee,representative, or other agent of the parties) may disclose to any and all Persons, without limitation of any kind, the Tax treatment andany facts that may be relevant to the Tax structure of the transactions contemplated by this Agreement and the other Note Documents;provided, however, that no party (and no employee, representative, or other agent thereof) shall disclose any other information that isnot relevant to an understanding of the Tax treatment and Tax structure of the transaction (including the identity of any party and anyinformation that could lead another to determine the identity of any party), or any other information to the extent that such disclosurecould reasonably result in a violation of any applicable securities law.

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(b) The Issuer understands and acknowledges that in the regular course of a Holder’s business, such Holder may invest incompanies that have issued securities that are publicly traded (each, a “Public Company”). Accordingly, Issuer covenants and agreesthat before providing material non-public information about any Public Company (other than material non-public information inrespect of RRI and its Subsidiaries) (“Public Company Information”), the Issuer will use reasonable best efforts to provide prior writtennotice to the applicable compliance personnel indicated in Schedule 12.11. The Issuer shall not disclose Public Company Informationto such Holder without written authorization from such compliance personnel; provided that any failure to comply with thisSection 12.11(b) shall not constitute a Default or an Event of Default hereunder; and provided, further, that this Section 12.11(b) shallnot apply to any information provided pursuant to the RRI Certificate of Designation to the Board Observer (as defined therein).

Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Holder shall conform strictly to usury lawsapplicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Holder under laws applicable to it(including the laws of the United States of America and the State of Texas or any other jurisdiction whose laws may be mandatorilyapplicable to such Holder notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to thecontrary in any of the Note Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows:(a) the aggregate of all consideration which constitutes interest under law applicable to any Holder that is contracted for, taken, reserved,charged or received by such Holder under any of the Note Documents or agreements or otherwise in connection with the Notes shall underno circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and iftheretofore paid shall be credited by such Holder on the principal amount of the Obligations (or, to the extent that the principal amount ofthe Obligations shall have been or would thereby be paid in full, refunded by such Holder to the Issuer); and (b) in the event that thematurity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreementor otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicableto any Holder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided forin this Agreement or otherwise shall be canceled automatically by such Holder as of the date of such acceleration or prepayment and, iftheretofore paid, shall be credited by such Holder on the principal amount of the Debt (or, to the extent that the principal amount of theDebt shall have been or would thereby be paid in full, refunded by such Holder to the Issuer). All sums paid or agreed to be paid to anyHolder for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Holder, beamortized, prorated, allocated and spread throughout the stated term of the Notes until payment in full so that the rate or amount of intereston account of any Notes hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time totime (i) the amount of interest payable to any Holder on any date shall be computed at the Highest Lawful Rate applicable to such Holderpursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable tosuch Holder would be less than the amount of interest payable to such Holder computed at the Highest Lawful Rate applicable to suchHolder, then the amount of interest payable to such Holder in respect of such subsequent interest computation period shall continue to becomputed at the Highest Lawful Rate applicable to such Holder until the total amount of interest payable to such Holder shall equal the totalamount of interest which would have been payable to such Holder if the total amount of interest had been computed without giving effect tothis Section 12.12. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Highest LawfulRate applicable to any Holder, such Holder elects to determine the applicable rate ceiling under such Chapter by the weekly ceiling fromtime to time in effect. Chapter 346 of the Texas Finance Code does not apply to the Issuer’s obligations hereunder.

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Section 12.13 [Reserved].

Section 12.14 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

Section 12.15 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS ADUTY TO READ THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS AND AGREES THAT IT IS CHARGED WITHNOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS; THAT IT HAS INFACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS,CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGALCOUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT ANDTHE OTHER NOTE DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THISAGREEMENT AND THE OTHER NOTE DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THISAGREEMENT AND THE OTHER NOTE DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT INSOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCHLIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY ORENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS ONTHE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT“CONSPICUOUS.”

Section 12.16 USA Patriot Act Notice. Each Holder hereby notifies the Issuer that pursuant to the requirements of the USA PatriotAct (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and recordinformation that identifies the Issuer, which information includes the name and address of the Issuer and other information that will allowsuch Holder to identify the Issuer in accordance with the Act.

Section 12.17 Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Note Document to thecontrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as definedin the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured(Mobile) Home is hereby encumbered by this Agreement or any other Note Document.

Section 12.18 Releases.

(a) Release Upon Payment in Full. Upon the complete payment of the Obligations (other than (A) indemnity obligations not yetdue and payable of which the Issuer has not received a notice of potential claim), the Agent, at the written request and expense of theIssuer, will promptly release, reassign and transfer the Collateral to the Note Parties.

(b) Further Assurances. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Note Party in atransaction permitted by the Note Documents, then the Agent, at the request and sole expense of the applicable Note Party, shallpromptly execute and deliver to such Note Party all releases or other documents reasonably necessary or desirable for the release of theLiens created by the applicable Security Instrument on such Collateral. At the request and

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sole expense of the Issuer, a Note Party shall be released from its obligations under the Note Documents in the event that all the capitalstock or other Equity Interests of such Note Party shall be sold, transferred or otherwise disposed of in a transaction permitted by theNote Documents; provided that the Issuer shall have delivered to the Agent, at least five Business Days prior to the date of theproposed release, a written request for release identifying the relevant Note Party and the terms of the sale or other disposition inreasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuerstating that such transaction is in compliance with this Agreement and the other Note Documents.

Section 12.19 Disclosure. Each Note Party and each Holder hereby acknowledge and agree that the Agent and/or its Affiliates andtheir respective Related Funds from time to time may hold investments in, and make loans to, or have other relationships with any of theNote Parties and their respective Affiliates, including the ownership, purchase and sale of Equity Interest in any Note Party and theirrespective Affiliates and each Holder hereby expressly consents to such relationships.

Section 12.20 Appointment for Perfection. Each Holder hereby appoints each other Holder as its agent for the purpose of perfectingLiens, for the benefit of the Agent and the Holders, in assets which, in accordance with Article 9 of the UCC or any other applicable lawcan be perfected only by control or possession. Should any Holder obtain control or possession of any such Collateral, such Holder shallnotify the Agent thereof, and, in the case of possession, promptly upon Agent’s request therefor shall deliver such Collateral to the Agent orotherwise deal with such Collateral in accordance with the Agent’s instructions.

Section 12.21 Advertising and Publicity. No party hereto shall issue or disseminate to the public (by advertisement, including withoutlimitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish anyinformation describing the credit or other financial accommodations made available by the Holders pursuant to this Agreement and theother Note Documents without the prior written consent of the Requisite Holders and the Issuer (such consent of the Issuer or RequisiteHolders not to be unreasonably withheld, conditioned or delayed). Nothing in the foregoing shall be construed to prohibit any Note Partyfrom making any submission or filing which it is required to make by applicable law (including securities laws, rules and regulations), stockexchange rules or pursuant to judicial process; provided, that (a) such filing or submission shall contain only such information as isreasonably necessary to comply with applicable law, rule or judicial process and (b) unless specifically prohibited by applicable law, rule orcourt order, the Issuer shall promptly notify the Agent of the requirement to make such submission or filing and provide Agent with a copythereof.

Section 12.22 Acknowledgement and Admissions. Each Note Party hereby acknowledges:

(a) it has been advised by counsel in the negotiation, execution and delivery of the Note Documents;

(b) it has made an independent decision to enter into this Agreement and the other Note Documents to which it is a party, withoutreliance on any representation, warranty, covenant or undertaking by the Agent or any Holder, whether written, oral or implicit, otherthan as expressly set out in this Agreement or in another Note Document delivered on or after the date hereof;

(c) there are no representations, warranties, covenants, undertakings or agreements by the Agent or any Holder as to the NoteDocuments except as expressly set out in this Agreement and the other Note Documents;

(d) none of the Agent or any Holder has any fiduciary obligation toward it with respect to any Note Document or the transactionscontemplated thereby;

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(e) no partnership or joint venture exists with respect to the Note Documents between any Note Party, on the one hand, and Agentor any Holder, on the other;

(f) the Agent is not any Note Party’s agent except as otherwise provided herein;

(g) Kirkland & Ellis LLP is not counsel for any Note Party;

(h) should an Event of Default or Default occur or exist, each of the Agent and each Holder will determine in its discretion and forits own reasons what remedies and actions it will or will not exercise or take at that time;

(i) without limiting any of the foregoing, no Note Party is relying upon any representation or covenant by any of the Agent or anyHolder, or any representative thereof, and no such representation or covenant has been made, that any of the Agent or any Holder will,at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any actionpermitted under the Note Documents with respect to any such Event of Default or Default or any other provision of the NoteDocuments;

(j) the Agent and the Holders have all relied upon the truthfulness of the acknowledgments in this Section 12.22 in deciding toexecute and deliver this Agreement and to become obligated hereunder.

Section 12.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary inany Note Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges thatany liability of any EEA Financial Institution arising under any Note Document may be subject to the Write-Down and Conversion Powersof 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 arisinghereunder which may 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 FinancialInstitution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares orother instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreementor any other Note Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers ofany EEA Resolution Authority.

Section 12.24 Transferability of Securities; Restrictive Legend. Each note, certificate or other instrument evidencing the Notes issuedby the Issuer shall be stamped or otherwise imprinted with a legend in substantially the following forms.

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“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATESECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATIONOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.”

Notwithstanding the foregoing, the restrictive legend set forth above shall not be required after the date on which the securities evidencedby such note, certificate or other instrument bearing such restrictive legend no longer constitute “restricted securities” (as defined in Rule144 promulgated under the Securities Act), and upon the request of the Holder of such Notes, the Issuer, without expense to such Holder,shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be borne thereby

Section 12.25 Replacement of Notes. Upon receipt by the Issuer of evidence reasonably satisfactory to it of the ownership of and theloss, theft, destruction or mutilation of any Note, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it(provided that if the Holder of such Note is, or is a nominee for, another Holder with a minimum net worth of at least $10,000,000, suchPerson’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender andcancellation thereof, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and, in thecase of a Note, bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note ordated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

ARTICLE XIIIREPRESENTATIONS OF HOLDERS

In order to induce the Issuer to issue and sell the Notes to the Holders, each Holder hereby represents and warrants to the Issuer, andacknowledges as follows

Section 13.01 Organization and Standing. Such Holder is a corporation or other entity duly incorporated or formed and validlyexisting under the laws of the jurisdiction of its incorporation or formation.

Section 13.02 Authorization; Enforceability. Such Holder has the full power and authority to enter into this Agreement, and (assumingdue execution by the other parties hereto) this Agreement constitutes its valid and legally binding obligation, enforceable against it inaccordance with its terms, except to the extent the enforceability thereof may be limited by (i) the effects of bankruptcy, insolvency,moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles ofequity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faithand fair dealing.

Section 13.03 Investment. Such Holder acquired each such Note solely for its own account, for investment purposes, with no intentionof distributing or reselling such Note in any public offering or in any transaction that would be in violation of applicable securities laws ofthe United States or any other applicable jurisdiction or any state or province thereof, without prejudice, however, to such Holder’s right atall times to sell or otherwise dispose of all or any part of the Note under an effective registration statement under the Securities Act andapplicable state securities or “blue sky” laws (it being understood that the Issuer has no obligation or intention to undertake any suchregistration), or an exemption from such registration requirements and in compliance with applicable securities laws. Such Holder has notsolicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Note by means of any form of general solicitation orgeneral advertising within the meaning of Rule 502(c) of Regulation D of the Securities Act, or in any manner involving a public offeringwithin the meaning of Section 4(a)(2) of the Securities Act.

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Section 13.04 Accredited Investor. Such Holder, at the time that it committed to enter into this Agreement was, and now is, an“accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act.

Section 13.05 No Resale or Repurchase. No person has made to such Holder any written or oral representations (i) that any personwill resell or repurchase the Notes (except in accordance with the Organizational Documents of the Issuer), (ii) that any person will refundthe purchase price of the Notes, or (iii) as to the future price or value of the Notes.

Section 13.06 Private Placement. Such Holder understands that the Notes are being offered for sale only on a “private placement”basis and that the sale and delivery of the Notes is conditional upon such sale being exempt from the requirements as to the filing of aprospectus or registration statement or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals asmay be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as aconsequence, (i) such Holder is restricted from using most of the civil remedies available under applicable securities legislation, (ii) suchHolder may not receive information that would otherwise be required to be provided to it under applicable securities legislation, and(iii) the Issuer is relieved from certain obligations that would otherwise apply under applicable securities legislation.

Section 13.07 Knowledge and Experience. Without limiting the force and effect of the representations and warranties of any party to aNote Document, such Holder (i) has such knowledge and experience in financial and business matters, as to enable it to evaluate the meritsand risks of entering into this Agreement, receiving the Notes, (ii) is able to bear the economic risk of the transaction, (iii) is able to hold itsinterest indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration and iscompleted in compliance with applicable securities laws, (iv) has been independently advised as to restrictions with respect to trading in theNotes imposed by applicable securities laws, (v) confirms that no representation (written or oral) has been made to it (with respect totrading restrictions imposed by applicable securities laws) by or on behalf of the Issuer or Agent with respect thereto, (vi) has conducted itsown investigation of the Issuer and the terms of the Note, (vii) (A) confirms it has had access to information as it deemed necessary tomake its decision to purchase the Notes, and (B) has been offered the opportunity to ask questions of the Issuer and receive answersthereto, as it deemed necessary in connection with the decision to purchase the Notes, and (viii) acknowledges that it is aware of thecharacteristics of the Notes, and the risks relating to an investment therein.

Section 13.08 No Materials. Without limiting the representations and warranties set forth in the Note Documents, such Holder has notreceived or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, salesor advertising literature describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to,and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Notes.

Section 13.09 Transfer Restrictions. Such Holder acknowledges and agrees that none of the Notes has been registered under theSecurities Act or the securities laws of any country or state, and none of them may be sold or otherwise transferred in the absence of aneffective registration thereunder unless an exemption from registration is available. Such Holder also acknowledges and agrees that theNotes are subject to resale restrictions in the United States, may be subject to resale restrictions in jurisdictions other than the United Statesunder applicable securities laws, and that any sale or transfer will be completed in compliance with applicable securities laws.

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Section 13.10 Offer and Sales Only in Certain Circumstances. If such Holder decides to offer, sell, pledge or otherwise transfer any ofthe Notes, it will not offer, sell, pledge or otherwise transfer any of such Notes, directly or indirectly, unless: (a) the sale is made pursuantto registration of the Notes under the Securities Act; (b) the sale is made to the Issuer; (c) the sale is made outside the United States in atransaction meeting the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable localsecurities laws and regulations; (d) the sale is made pursuant to the exemption from the registration requirements of the Securities Actprovided by Rule 144 or Rule 144A thereunder, if available, and, in either case, in accordance with any applicable state securities or “bluesky” laws; or (e) the Notes are sold in any other transaction that does not require registration under the Securities Act or any applicable statesecurities or “blue sky” laws.

Section 13.11 Subsequent Purchaser Notification. Such Holder will take reasonable steps to inform, and cause each of its Affiliatesand Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps toinform, any person acquiring Notes from such Holder, Affiliate or Related Fund, as the case may be, in the United States that the Notes (A)have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act inreliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (C) may not be offered, soldor otherwise transferred except (1) to the Issuer, (2) outside the United States in accordance with Regulation S and in compliance withapplicable local securities laws and regulations, (3) inside the United States in accordance with (x) Rule 144A to a person whom the sellerreasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing suchNotes for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer isbeing made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.

Section 13.12 No Plan Assets. The assets of each Holder are not considered “plan assets” under ERISA or otherwise subject toSection 4975 of the Code.

[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.

ISSUER:

ROSEHILL OPERATING COMPANY, LLC

By: R. Craig Owen Chief Financial Officer

RRI: ROSEHILL RESOURCES INC.

By: R. Craig Owen Chief Financial Officer

SIGNATURE PAGE TONOTE PURCHASE AGREEMENT

AGENT: U.S. BANK NATIONAL ASSOCIATION, as Agent

By: Name: Title

HOLDER:

EIG HOLDINGS PARTNERSHIP (DIREWOLF),L.P., as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

HOLDER: EIG ENERGY FUND XVI, L.P., as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

HOLDER: EIG ENERGY FUND XVI-B, L.P., as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

HOLDER: EIG ENERGY FUND XVI-E, L.P., as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

SIGNATURE PAGE TONOTE PURCHASE AGREEMENT

HOLDER:

EIG-KEATS ENERGY PARTNERS, L.P.,as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

HOLDER:

EIG-GATEWAY DIRECT INVESTMENTS(DIREWOLF), L.P., as a Holder

By: EIG Management Company, LLC Its: Manager

By: Name: Patrick Hickey Title: Managing Director

By: Name: Kathleen Turner Title: Associate Counsel

SIGNATURE PAGENOTE PURCHASE AGREEMENT

HOLDER:

TRILOMA EIG ENERGY INCOME FUND,as a Holder

By: Name: Deryck Harmer Title: President

HOLDER:

TRILOMA EIG ENERGY INCOME FUND - TERM I,as a Holder

By: Name: Deryck Harmer Title: President

SIGNATURE PAGENOTE PURCHASE AGREEMENT

ANNEX ICOMMITMENTS

Holder Commitment Pro Rata Share EIG Holdings Partnership (Direwolf), L.P. $22,394,699.09 22.39470% EIG Energy Fund XVI, L.P. $53,255,038.46 53.25504% EIG Energy Fund XVI-B, L.P. $11,354,571.34 11.35457% EIG Energy Fund XVI-E, L.P. $ 856,466.39 0.85647% EIG-Keats Energy Partners, L.P. $ 7,139,224.72 7.13922% EIG Gateway Direct Investments (Direwolf), L.P. $ 3,333,333.33 3.33333% Triloma EIG Energy Income Fund $ 1,066,666.67 1.06667% Triloma EIG Energy Income Fund - Term I $ 600,000.00 0.60000% Total $ 100,000,000 100.00%

Annex-I - 1

ANNEX IINOTICE ADDRESSES

RRI orIssuer’sOffice:

16200 Park Row, Suite 300Houston Texas 77084Attn: Alan Townsend and Craig OwenEmail: cowen@rosehillres.com; atownsend@rosehillres.com

TheHolders’Offices:

EIG HOLDINGS PARTNERSHIP (DIREWOLF), L.P.c/o EIG Management Company, LLCThree Allen Center333 Clay Street, Ste. 3500Houston, TX 77002Attn: Patrick Hickey & Aneil KocharEmail: Patrick.Hickey@eigpartners.comcc: Aneil.Kochar@eigpartners.com & wdc@eigpartners.comFax: 713-615-7454 (Patrick) & 713-615-7472 (Aneil)

EIG ENERGY FUND XVI, L.P.EIG ENERGY FUND XVI-B, L.P.EIG ENERGY FUND XVI-E, L.P.c/o EIG Management Company, LLCThree Allen Center333 Clay Street, Ste. 3500Houston, TX 77002Attn: Patrick Hickey & Aneil KocharEmail: Patrick.Hickey@eigpartners.comcc: Aneil.Kochar@eigpartners.com & wdc@eigpartners.comFax: 713-615-7454 (Patrick) & 713-615-7472 (Aneil)

EIG-KEATS ENERGY PARTNERS, L.P.c/o EIG Management Company, LLCThree Allen Center333 Clay Street, Ste. 3500Houston, TX 77002Attn: Patrick Hickey & Aneil KocharEmail: Patrick.Hickey@eigpartners.comcc: Aneil.Kochar@eigpartners.com & wdc@eigpartners.comFax: 713-615-7454 (Patrick) & 713-615-7472 (Aneil)

EIG-GATEWAY DIRECT INVESTMENTS (DIREWOLF), L.P.c/o EIG Management Company, LLCThree Allen Center333 Clay Street, Ste. 3500Houston, TX 77002Attn: Patrick Hickey & Aneil KocharEmail: Patrick.Hickey@eigpartners.comcc: Aneil.Kochar@eigpartners.com & wdc@eigpartners.comFax: 713-615-7454 (Patrick) & 713-615-7472 (Aneil)

Annex-II - 1

TRILOMA EIG ENERGY INCOME FUNDTRILOMA EIG ENERGY INCOME FUND – TERM Ic/o EIG Credit Management Company, LLCThree Allen Center333 Clay Street, Ste. 3500Houston, TX 77002Attn: Patrick Hickey & Aneil KocharEmail: Patrick.Hickey@eigpartners.comcc: Aneil.Kochar@eigpartners.com & wdc@eigpartners.comFax: 713-615-7454 (Patrick) & 713-615-7472 (Aneil)

Agent’sOffices

U.S. BANK NATIONAL ASSOCIATIONGlobal Corporate Trust Services214 North Tryon Street - 27th FloorCharlotte, NC 28202-1078 | CN-NC-H27QAttn: Lisa DowdEmail: Lisa.Dowd@usbank.com & Agency.Services@usbank.comTel: (704) 335-4576

With a copy to (correspondence, and documents evidencing collateral security only):

U.S. Bank National AssociationGlobal Corporate Trust Services225 Asylum Street- 23rd FloorHartford, CT 06103Attn: Laurel CasasantaEmail: laurel.casasanta@usbank.comTel: (860) 640-1282

Annex-II - 2

EXHIBIT A FORM OF NOTE

ROSEHILL OPERATING COMPANY, LLC

10.00% SENIOR SECURED SECOND LIEN NOTE DUE JANUARY 31, 2023

THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAXPURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUEDISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT [name or title atIssuer], [address or telephone number].

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATESECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

No. [ ] [ ], 20[ ]$[ ]

FOR VALUE RECEIVED, ROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Issuer”), herebypromises to pay to [ ] (the “Holder”) or its registered assigns, at the office of U.S. BANK NATIONAL ASSOCIATION (the“Agent”) as set forth in the Note Purchase Agreement, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount asshall equal the unpaid principal amount of this Note, in lawful money of the United States of America and in immediately available funds,on the dates and in the principal amounts provided in the Note Purchase Agreement as hereinafter defined, and to pay interest on the unpaidprincipal amount of this Note, at such office, in like money and funds, for the period commencing on the date of the purchase of this Noteuntil this Note shall be paid in full, at the rates per annum and on the dates provided in the Note Purchase Agreement.

The date and amount of this Note, and each payment made on account of the principal thereof, shall be recorded by the Holder on its booksand, prior to any transfer of this Note, may be recorded by the Holder on the schedules attached hereto or any continuation thereof or on anyseparate record maintained by the Holder. Failure to make any such notation or to attach a schedule shall not affect the Holder’s or theIssuer’s rights or obligations in respect of this Note or affect the validity of such transfer by the Holder of this Note.

This Note is one of the Notes referred to in the Note Purchase Agreement dated as of December 8, 2017 (as amended, restated, amended andrestated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) among the Issuer, Rosehill ResourcesInc., a Delaware corporation, the Agent, and the holders party thereto (including the Holder) from time to time. Capitalized terms used inthis Note have the respective meanings assigned to them in the Note Purchase Agreement.

This Note is issued pursuant to the Note Purchase Agreement and is entitled to the benefits provided for in the Note Purchase Agreementand the other Note Documents. The Note Purchase Agreement provides for the acceleration of the maturity of this Note upon theoccurrence of certain events, for prepayments of this Note upon the terms and conditions specified therein and other provisions relevant tothis Note.

Exhibit A - 1

The ownership of an interest in this Note shall be registered in the Register. Notwithstanding anything else in this Note to the contrary, theright to the principal of, and stated interest and any fees or premiums on or with respect to, this Note may be transferred only if the transferis made in accordance with the terms and conditions of the Note Purchase Agreement, is registered in the Register and the transferee isidentified as the owner of an interest in the obligation. The Holder or its agent shall be entitled to treat the registered holder of this Note (asrecorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable orother claim to or interest in this Note on the part of any other person or entity.

Exhibit A - 2

THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE ISSUERAND THE HOLDER OF THIS NOTE SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

ROSEHILL OPERATING COMPANY, LLC

By: Name: Title:

Exhibit A - 3

EXHIBIT B

FORM OF NOTE PURCHASE NOTICE

[ ], 20[ ]

ROSEHILL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Issuer”), pursuant to Section 2.03 of theNote Purchase Agreement dated as of December 8, 2017 (together with all amendments, restatements, supplements or other modificationsthereto, the “Note Purchase Agreement”) among the Issuer, Rosehill Resources Inc., a Delaware corporation, U.S. Bank NationalAssociation, as Agent and the holders of Notes (the “Holders”) which are or become parties thereto (unless otherwise defined herein, eachcapitalized term used herein is defined in the Note Purchase Agreement), hereby requests a Note Purchase as follows:

(1) Aggregate amount of Notes to be sold is $[ ];

(2) Date the Notes are to be sold is [ ], 20[ ];

(3) Location and number of the Issuer’s account to which funds are to be disbursed are as follows:

[ ]

[ ]

[ ]

[ ]

[ ]

The undersigned certifies that he/she is the [ ] of the Issuer, and that as such he/she is authorized to execute this certificate onbehalf of the Issuer. The undersigned further certifies, represents and warrants on behalf of the Issuer, and not in his or her individualcapacity, that:

1. As of the date such Notes are purchased, the representations and warranties of the Issuer set forth in the Note PurchaseAgreement are true and correct in all material respects except to the extent any representation or warranty set forth in the NotePurchase Agreement contains qualifiers such as “material”, “in all material respects,” “except as could not reasonably beexpected to result in, either individually or in the aggregate, a Material Adverse Effect” or similar qualifying language orsimilar qualifiers, then such representation or warranty is true and correct (unless such representations and warranties are statedto relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all materialrespects as of such earlier date).

2. As of the date such Notes are purchased and immediately after giving effect to the issuance of such Notes, (i) no Default orEvent of Default has occurred and is continuing and (ii) no Default (as defined in the First Lien Credit Agreement on the datehereof or any functionally equivalent term) or Event of Default (as defined in the First Lien Credit Agreement on the datehereof or any functionally equivalent term) has occurred and is continuing.

[Signature page follows.]

Exhibit B - 1

ROSEHILL OPERATING COMPANY, LLC

By: Name: Title:

Exhibit B - 2

EXHIBIT C

FORM OF CHANGE IN CONTROL ELECTION NOTICE

[Reserved]

Exhibit C - 1

EXHIBIT DFORM OF

COMPLIANCE CERTIFICATE

[ ], 20[ ]

The undersigned hereby certifies that he/she is the [ ] of Rosehill Resources Inc., a Delaware corporation (“RRI”) and the[ ] of Rosehill Operating Company, LLC, a Delaware limited liability company (the “Issuer”), and that as such he/she isauthorized to execute this certificate on behalf of the Issuer. With reference to the Note Purchase Agreement dated as of December 8, 2017(together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Issuer, RRI,U.S. Bank National Association, as Agent, and the holders of Notes (the “Holders”) which are or become a party thereto, the undersignedcertifies on behalf of the Issuer, and not in his or her individual capacity, as follows (each capitalized term used herein having the samemeaning given to it in the Agreement unless otherwise specified):

1 There exists no Default or Event of Default [or specify Default and describe].

2 Attached hereto are the detailed computations necessary to determine whether the Issuer is in compliance with Section 9.01 of theNote Purchase Agreement as of the end of the [Fiscal Quarter][Fiscal Year] ending [ ].

3. There have been no changes in GAAP or in the application thereof since the date of the most recently delivered financialstatements referred to in Section 8.01(a) and (b) of the Note Purchase Agreement [other than as described below:].

EXECUTED AND DELIVERED as of the date first written above.

ROSEHILL RESOURCES INC.

By: Name: Title:

ROSEHILL OPERATING COMPANY, LLC

By: Name: Title:

Exhibit D - 1

EXHIBIT EFORM OF

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS A FINANCIAL OFFICER OF THE ISSUER, AND NOT IN AN INDIVIDUALCAPACITY, AS FOLLOWS:

1. I am the [ ] of Rosehill Operating Company, LLC, a Delaware limited liability company (“Issuer”).

2. Reference is made to that certain Note Purchase Agreement dated as of December 8, 2017 (together with all amendments,restatements, supplements or other modifications thereto being the “Note Purchase Agreement”), by and among the Issuer, RosehillResources Inc., a Delaware corporation, the Holders party thereto from time to time and U.S. Bank National Association, as Agent. Thecapitalized terms not otherwise defined herein shall have the meanings specified in the Note Purchase Agreement.

3. I have reviewed the term “Solvent” as defined in the Note Purchase Agreement and the other definitions and provisions containedin the Note Purchase Agreement and the other Note Documents relating thereto, and, in my opinion, have made, or have caused to be madeunder my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the mattersreferred to herein.

4. Based upon my review and examination described in paragraph 3 above, I certify, in my capacity as [ ] of the Issuer thatas of the date hereof, after giving effect to the consummation of the Transactions, the Note Parties are and will be Solvent.

[Signature Page Follows]

Exhibit E - 1

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

By: Name: Title:

Exhibit E - 2

EXHIBIT FSECURITY INSTRUMENTS

1. Security Agreement, dated as of December 8, 2017, made by each of the Debtors (as defined therein) in favor of U.S. Bank National

Association, as Agent.

2. Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement, dated as of December 8, 2017, byRosehill Operating Company, LLC to Michael M. Hopkins, as Trustee, and U.S. Bank National Association, as Agent, to be filed ineach of Loving County, Texas, Pecos County, Texas Wise County, Texas.

3. Line of Credit Mortgage, Mortgage, Security Agreement, Assignment of Production and Financing Statement, dated as of December 8,2017, by Rosehill Operating Company, LLC to U.S. Bank National Association, as Agent, to be filed in Eddy County, New Mexico andLea County, New Mexico.

Exhibit F - 1

EXHIBIT GFORM OF ASSIGNMENT AGREEMENT

This Assignment Agreement (the “Assignment Agreement”) is dated as of the Effective Date set forth below and is entered intoby and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but notdefined herein shall have the meanings given to them in the Note Purchase Agreement identified below (as amended, the “Note PurchaseAgreement”), receipt of a copy of which is hereby acknowledged by the Assignee.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee herebyirrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the NotePurchase Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations inits capacity as a Holder under the Note Purchase Agreement and any other documents or instruments delivered pursuant thereto to the extentrelated to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under therespective facilities identified below and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of actionand any other right of the Assignor (in its capacity as a Holder) against any Person, whether known or unknown, arising under or inconnection with the Note Purchase Agreement, any other documents or instruments delivered pursuant thereto or the loan transactionsgoverned thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims,malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuantto clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above beingreferred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except asexpressly provided in this Assignment Agreement, without representation or warranty by the Assignor.

As of the Effective Date, the Assignee represents and warrants that each representation and warranty set forth in ARTICLE XIII andin Section 12.04(b)(v) of the Note Purchase Agreement is true and correct in all respects on and as of the Effective Date. 1. Assignor:

2. Assignee: [and is an Affiliate or Related Fund of [identify Holder]]

3. Issuer: Rosehill Operating Company, LLC (the “Issuer”)

4. Agent: U.S. Bank National Association as the agent under the Note Purchase Agreement (in such capacity, the “Agent”)

5.

Agreement:

The Note Purchase Agreement dated as of December 8, 2017, among the Issuer, Rosehill Resources Inc., aDelaware corporation, the Holders parties thereto from time to time and the Agent

6. Assigned Interest:

Amount of NotesAssigned

Date of Issuance ofNotes Assigned

Aggregate Amount ofNotes for all Holders

Percentage Assigned ofNotes

$ $ % $ $ % $ $ %

Exhibit G - 1

Effective Date: , 20 (the “Effective Date”) [TO BE INSERTED BY AGENT AND WHICH SHALL BE THEEFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors andassigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute one instrument.Delivery of an executed counterpart of a signature page of this Assignment Agreement by email or telecopy shall be effective as delivery ofa manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and construed inaccordance with, the law of the State of New York.

Exhibit G - 2

The terms set forth in this Assignment Agreement are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By: Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: Title:

Exhibit G - 3

Accepted: U.S. BANK NATIONAL ASSOCIATION, as Agent

By Name:Title: [Consented to:]1

ROSEHILL OPERATING COMPANY, LLC By Name:Title: 1 To be added only if the consent of the Issuer is required by the terms of the Note Purchase Agreement.

Exhibit G - 4

EXHIBIT H-1 Form of U.S. Tax Compliance Certificate

(For Non-U.S. Holders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of December 8, 2017 (as amended, supplemented orotherwise modified from time to time, the “Note Purchase Agreement”), among Rosehill Operating Company, LLC, as Issuer, RosehillResources Inc., a Delaware corporation, U.S. Bank National Association, as Agent, and each Holder from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the solerecord and beneficial owner of the Note(s) (as well as any Note(s) evidencing such Note(s)) in respect of which it is providing thiscertificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Issuerwithin the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Issuer as describedin Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Issuer with a certificate of its Non-U.S. Holder status on IRS Form W-8BEN.By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shallpromptly so inform the Issuer and the Agent, and (2) the undersigned shall have at all times furnished the Issuer and the Agent with aproperly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, orin either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in theAgreement.

[NAME OF HOLDER]

By: Name:Title:

Date: , 20

Exhibit H-1 -1

EXHIBIT H-2Form of U.S. Tax Compliance Certificate

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of December 8, 2017 (as amended, supplemented orotherwise modified from time to time, the “Note Purchase Agreement”), among Rosehill Operating Company, LLC, as Issuer, RosehillResources Inc., a Delaware corporation, U.S. Bank National Association, as Agent, and each Holder from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the solerecord and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning ofSection 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of theCode, and (iv) it is not a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Holder with a certificate of its Non-U.S. Holder status on IRS Form W-8BEN.By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shallpromptly so inform such Holder in writing, and (2) the undersigned shall have at all times furnished such Holder with a properly completedand currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the twocalendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings givento them in the Note Purchase Agreement.

[NAME OF PARTICIPANT]

By: Name:Title:

Date: , 20

Exhibit H-2 - 1

EXHIBIT H-3Form of U.S. Tax Compliance Certificate

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of December 8, 2017 (as amended, supplemented orotherwise modified from time to time, the “Note Purchase Agreement”), among Rosehill Operating Company, LLC, as Issuer, RosehillResources Inc., a Delaware corporation, U.S. Bank National Association, as Agent, and each Holder from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the solerecord owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the solebeneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirectpartners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business withinthe meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of theIssuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreigncorporation related to the Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Holder 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 (ii) an IRS Form W-8IMYaccompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interestexemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, theundersigned shall promptly so inform such Holder and (2) the undersigned shall have at all times furnished such Holder with a properlycompleted and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in eitherof the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings givento them in the Note Purchase Agreement.

[NAME OF PARTICIPANT]

By: Name:Title:

Date: , 20

Exhibit H-3 - 1

EXHIBIT H-4Form of U.S. Tax Compliance Certificate

(For Non-U.S. Holders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of December 8, 2017 (as amended, supplemented orotherwise modified from time to time, the “Note Purchase Agreement”), among Rosehill Operating Company, LLC, as Issuer, RosehillResources Inc., a Delaware corporation, U.S. Bank National Association, as Agent, and each Holder from time to time party thereto.

Pursuant to the provisions of Section 5.03 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the solerecord owner of the Note(s) (as well as any Note(s) evidencing such Note(s)) in respect of which it is providing this certificate, (ii) its director indirect partners/members are the sole beneficial owners of such Note(s) (as well as any Note(s) evidencing such Note(s)), (iii) withrespect to the extension of credit pursuant to this Note Purchase Agreement or any other Note Document, neither the undersigned nor any ofits direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its tradeor business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percentshareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is acontrolled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Issuer 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 (ii) an IRS Form W-8IMYaccompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interestexemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, theundersigned shall promptly so inform the Issuer and the Agent, and (2) the undersigned shall have at all times furnished the Issuer and theAgent 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 Note Purchase Agreement and used herein shall have the meanings givento them in the Note Purchase Agreement.

[NAME OF HOLDER]

By: Name:Title:

Date: , 20

Exhibit H-4 - 1

Schedule 1.01

EXISTING LIENS

None.

[Remainder of Page Intentionally Left Blank]

Schedule 1.01 - 1

SCHEDULE 7.05LITIGATION

None.

[Remainder of Page Intentionally Left Blank]

Schedule 7.05 - 1

SCHEDULE 7.06ENVIRONMENTAL MATTERS

None.

[Remainder of Page Intentionally Left Blank]

Schedule 7.06 - 1

SCHEDULE 7.12INSURANCE

[See Attached]

[Remainder of Page Intentionally Left Blank]

Schedule 7.12 - 1

SCHEDULE 7.14SUBSIDIARIES

None.

[Remainder of Page Intentionally Left Blank]

Schedule 7.14 - 1

SCHEDULE 7.19GAS IMBALANCES

None.

[Remainder of Page Intentionally Left Blank]

Schedule 7.19 - 1

SCHEDULE 7.20MARKETING OF PRODUCTION

1. Gas Purchase Contract between ETC Field Services LLC and Tema Oil and Gas Company, dated effective January 1, 2013, witha termination date of January 1, 2023.

2. Gas Gathering, Processing and Purchase Agreement between Outrigger Delaware Operating, LLC and Tema Oil and GasCompany, dated December 1, 2016, with a termination date of December 1, 2021.

3. Crude Oil Gathering Agreement between Rosehill Operating Company, LLC and Gateway Gathering and Marketing Company,dated effective April 27, 2017, with a termination date of April 27, 2027

4. Gas Gathering Agreement between Rosehill Operating Company, LLC and Gateway Gathering and Marketing Company, datedeffective April 27, 2017, with a termination date of April 27, 2027.

5. Gas Gathering, Processing and Purchase Agreement between Delaware G&P LLC and Rosehill Operating Company, datedJuly 1, 2017, with a termination date of July 1, 2022.

With respect to the above referenced contracts, Rosehill Operating Company, LLC is the successor in interest to Tema Oil and GasCompany.

[Remainder of Page Intentionally Left Blank]

Schedule 7.20 - 1

SCHEDULE 7.22SWAP AGREEMENTS

1. ISDA Master Agreement dated as of April 27, 2017 between PNC Bank, National Association and Rosehill Operating Company,LLC.

[Remainder of Page Intentionally Left Blank]

Schedule 7.22 - 1

SCHEDULE 9.05INVESTMENTS

1. All Oil & Gas Properties owned by the Note Party as of the Effective Date.

[Remainder of Page Intentionally Left Blank]

Schedule 9.05 - 1

SCHEDULE 12.11COMPLIANCE PERSONNEL

EIG Management Company, LLC1700 Pennsylvania Ave NW, Suite 800Washington, DC 20006Attn: Carla Vogel, Christopher Santopolo and Neha PatelEmail: Carla.Vogel@eigpartners.com; Christopher.Santopolo@eigpartners.com; Neha.Patel@eigpartners.comcc: Patrick.Hickey@eigpartners.com & Aneil.Kochar@eigpartners.comFax: 202-600-3421 (Carla); 202-600-3692 (Christopher); 202-600-3368 (Neha)

[Remainder of Page Intentionally Left Blank]

Schedule 12.11 - 1