Common use of Conditions Precedent to Closing Date Clause in Contracts

Conditions Precedent to Closing Date. Consistent with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement.

Conditions Precedent to Closing Date. Consistent with Subject to Section 3.04, the Existing Credit Agreement and shall include, for obligation of each Lender to make an Advance on the avoidance of doubt, Conditions Precedent to Closing Date is subject to the satisfaction (or waiver in accordance with respect to: Section 9.01) of the following conditions: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring The Effective Date of no less than $300,000,000; shall have occurred. (b) If the execution Target Acquisition is effected by way of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposita Scheme, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% have received: (i) a certificate of the total PV-9 Pricing Borrower signed by a director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of the Proved Reserves attributable Target; (2) the date on which the Court has sanctioned the Scheme and that the Court Order has been duly delivered to the Mortgaged Properties, subject Registrar in accordance with Article 125(3) of the Jersey Companies Law; (3) confirmation as to customary exceptions to be agreed; the satisfaction of each condition set forth in clauses (d) and (e) below; (4) the receipt Target Acquisition shall have been, or, within the time period permitted by the Administrative Agent of a chapter 11 plan of reorganization substantially similar City Code, shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents except to the Plan described extent not prohibited by the Loan Documents; and (5) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” Scheme Press Release and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing DocumentationScheme Resolutions, in each case, in form and substance reasonably satisfactory except to the Borrowerextent changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or are not prohibited by the Loan Documents. (c) If the Target Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of the Target; (2) confirmation as to the satisfaction of each condition set forth in clauses (d) and (e) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (4) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents; and (ii) a copy of the Takeover Offer Document which is consistent in all material respects with the terms and conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or a court of competent jurisdiction or are permitted under the Loan Documents. (d) On the date of the applicable borrowing request and on the proposed date of such borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) All fees due and payable by the Borrower to the Arrangers, the Administrative Agent and the Lenders; Lenders pursuant to paragraphs 1(i) and (hii) of the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to Fee Letter shall be paid to or satisfied from the Administrative Agent and proceeds of the Lenders on or before the Restructuring Effective Dateproposed Advance, to the extent invoiced at least one business day Business Day prior to the Restructuring Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date; . (if) receipt by The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four- fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) (the “Pro Forma Financials”), it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Pro Forma Financials). (Ah) satisfactory opinions It is not illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of counsel the Advances or restricting the application of the proceeds thereof; provided that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligations to make Advances hereunder. The Administrative Agent shall notify the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction Lenders of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations Closing Date as soon as practicable upon its occurrence, and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, notice shall be true conclusive and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementbinding.

Conditions Precedent to Closing Date. Consistent with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to The Closing Date shall be deemed to have occurred when the following conditions precedent shall have occurred and the Agent shall have received on or before such date the following, each dated (unless otherwise indicated) the Closing Date and, with respect to: to all such documents referred to in Section 8.1(a), Section 8.1(b), Section 8.1(c), and Section 8.1(d) in sufficient copies for each Lender: (a) minimum Liquidity The Agent shall have received from each Borrower: (i) A counterpart of this Agreement (to which shall include cash all of the Exhibits and cash equivalents Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank and any amounts held in the Post- Restructuring Cash Collateral AccountLenders. (ii) on Notes of the Restructuring Effective Date Borrowers dated the Closing Date, properly executed by the Borrowers to the order of no less than $300,000,000; the Lenders, respectively. (iii) the Swing Line Note, dated the Closing Date, properly executed by the Floor Plan Borrowers to the order of the Swing Line Bank. (b) The Agent shall have received from each Borrower: (i) a Security Agreement substantially in the execution form set forth in Exhibit F, dated as of mortgages and/or mortgage amendments the Closing Date or supplements evidencing an earlier date; (ii) an Escrow and Security Agreement in the granting form set forth in Exhibit D, dated as of first-priority perfected the Closing Date or an earlier date; (iii) if required by Agent, landlord lien waivers in the form satisfactory to Agent and its counsel, with respect to all real property mortgages on leased by any of the Mortgaged PropertiesBorrowers other than Phase 1 Borrowers; (iv) GM Borrower Guaranty, in substantially the form set forth in Exhibit L dated as of the Closing Date or an earlier date, properly executed by each of the GM Borrowers; and (v) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto; provided, however, the Obligations secured by the Security Documents executed by the GM Borrowers and the Ford Borrowers and the Collateral described therein may be limited, respectively, to the GM Borrower Liability Amount and the Ford Borrower Liability Amount. (c) delivery The Lenders shall have received from each Borrower, (i) a certificate of account control agreements in form the Secretary or an Assistant Secretary of the Company and substance reasonably satisfactory each of its Subsidiaries, dated the Closing Date, certifying that (A) the certificate of incorporation or certificate of limited partnership and by-laws or partnership agreement, as applicable, of the Company and each of its Subsidiaries, delivered to the Administrative Agent Lender in connection with respect the Third Amended and Restated Credit Agreement or any Addendum thereto have not been amended, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors or partners authorizing the execution, delivery and performance of this Agreement, the Notes, the Swing Line Note and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the depositincumbency and specimen signature of each officer of each Borrower executing this Agreement, securities and other accounts the Notes, the Swing Line Note, any of the Credit Parties Loan Documents or any other document delivered in connection herewith or therewith; (subject ii) a certificate of another officer of each Borrower, which is a party to customary exceptions to be mutually agreed) or movement this Agreement, the Notes, the Swing Line Note and/or any of deposit, securities and other accounts the Loan Documents as to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title incumbency and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties specimen signature of the Credit Parties are located, taking into account the size, scope Secretary or such Assistant Secretary of such Person; and number of leases and (iii) such other documents as Jack▇▇▇ ▇▇▇▇▇▇ ▇.▇.P., special counsel for the Agent, may reasonably request. (d) The Lenders shall have received from each Borrower a certificate of a Senior Vice President, an Executive Vice President or a Vice President of each Borrower dated the Closing Date certifying (i) the truth of the Credit Partiesrepresentations and warranties made by such Borrower in this Agreement, such that and (ii) the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% absence of the total PV-9 Pricing occurrence and continuance of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; any Default or Event of Default. (e) The Agent shall have received the receipt Agent's Letter duly executed by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); Company. (f) The Floor Plan Agent shall have received the occurrence of Floor Plan Agent's Letter duly executed by the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; Company. (g) The opinion of counsel to the preparation, authorization Borrowers and execution any Subsidiary which signs any of the Financing DocumentationLoan Documents, in each casedated the Closing Date, in form and substance reasonably satisfactory addressed to the Borrower, the Administrative Agent and the Lenders; Lenders and in the form of Exhibit H hereto. (h) The Agent shall have received an Administrative Questionnaire completed by each Lender and, if required, the payment of all tax forms set forth in Section 5.14. (i) The fees and expenses (including reasonable and documented fees and expenses of counsel) disbursements required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel Company pursuant to Section 5.4 and 13.4 on the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which Closing Date shall have been delivered paid. (j) All UCC-1 filings and reviewed other Liens not permitted pursuant to this Agreement which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date shall have been released and/or terminated to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementits counsel.

Conditions Precedent to Closing Date. Consistent The obligation of each Lender to make a Loan on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 11.01) of the following conditions: (a) The Effective Date shall have occurred. (b) The Administrative Agent shall have received a Loan Notice in accordance with the Existing Credit Agreement requirements hereof. (c) If the Polish Closing (as defined in the Target Acquisition Agreement) occurs prior to the Target Date (as defined in the Target Acquisition Agreement), the Administrative Agent shall have received a certificate of the Borrower confirming that the “Antitrust Condition” (as defined in the Target Acquisition Agreement) has been satisfied or waived by the parties to the Target Acquisition Agreement. (d) On the date of the applicable Loan Notice and on the proposed date of such Borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) The Target Acquisition shall includehave been, for or substantially concurrently with the avoidance occurrence of doubt, Conditions Precedent to the Closing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Target Acquisition Agreement (it being understood that substantially concurrently shall include the Target Acquisition being consummated no more than two (2) Business Days after the initial Loan hereunder), without giving effect to (and there shall not have been) any modifications, amendments, consents or waivers by the Company (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders (it being understood and agreed that the following shall not be deemed to be materially adverse to the interests of the Lenders: (x) any increase in the purchase price funded with the issuance of any equity securities by the Company or any of its Subsidiaries; (y) any increase in the purchase price funded other than through the issuance of equity securities by the Company or any of its Subsidiaries of not more than 5.0%; and (z) any decrease in the purchase price of not more than 10.0%; provided that such decrease shall be allocated to ratably reduce the Commitments (in a manner as agreed between the Borrower and the Joint Lead Arrangers)), without the prior written consent of the Administrative Agent. (f) [Reserved] (g) The Administrative Agent shall have received a customary payoff letter with respect to: , and reasonably satisfactory evidence that, all Existing Target Indebtedness shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance arrangements reasonably satisfactory to the Administrative Agent with respect Joint Lead Arrangers shall have been made to effect the deposit, securities and other accounts of the Credit Parties foregoing). (subject to customary exceptions to be mutually agreedh) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the The Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all received any fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent Agent, each of the Joint Lead Arrangers and the Lenders on or before the Restructuring Effective Closing Date. (i) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one business day Business Day prior to the Restructuring Closing Date; (i) receipt by the Administrative Agent , plus such additional amounts of (A) satisfactory opinions such fees, charges and disbursements as shall constitute its reasonable estimate of counsel to the Borrower such fees, charges and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported disbursements incurred or to be granted incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement).

Conditions Precedent to Closing Date. Consistent The obligation of each Lender to make a Term Advance on the Closing Date and the availability of the Closing Date Revolver Portion is subject to the satisfaction (with the Existing Credit Agreement and shall include, for Administrative Agent acting reasonably in assessing whether the avoidance conditions precedent have been satisfied) (or waiver in accordance with Section 9.01) of doubt, Conditions Precedent to Closing Date with respect to: the following conditions: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring The Effective Date of no less than $300,000,000; shall have occurred. (b) If the execution Synergy Acquisition is effected by way of mortgages and/or mortgage amendments a Scheme, the Administrative Agent (or supplements evidencing its counsel) shall have received: (i) a certificate of the granting Borrowers signed by an officer or director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of firstSynergy; (2) the date on which the Court has sanctioned the Scheme and the Borrowers have duly delivered the Post-priority perfected real property mortgages Sanction Notice; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme) and (f) below; and (4) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Mortgaged PropertiesClosing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or a court of competent jurisdiction or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which complies with the requirements of Section 5.01(k)(iv). (c) delivery If the Synergy Acquisition is effected by way of account control agreements a Takeover Offer, the Administrative Agent (or its counsel) shall have received: (i) a certificate of the Borrowers signed by an officer or director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Synergy; (2) as to the satisfaction of each condition set forth in form clauses (d), (e) (to the extent relating to the Takeover Offer) and substance reasonably satisfactory (f) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (ii) a copy of the Takeover Offer Document which complies with the requirements of Section 5.01(k)(iv); and (d) On the Closing Date (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true and correct or, if a Certain Funds Representation does not include a materiality concept, true and correct in all material respects. (e) Where the Synergy Acquisition is to be implemented by way of a Scheme, each of the Synergy Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Synergy Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents; provided that, if the conditions precedent to the Synergy Acquisition specified in the Original Press Release at Appendix 2 “Conditions of the Offer” Section 2 (a) through (e), other than the Post-Sanction Conditions, have been satisfied or waived and the Borrowers deliver a notice (the “Post-Sanction Notice”) in writing to the Administrative Agent with respect to confirming satisfaction or waiver of such conditions, then the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions condition precedent in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; this clause (e) shall be deemed to have been satisfied subject to the receipt satisfaction of the Post-Sanction Conditions within two Business Days following delivery of such notice or, where the Synergy Acquisition is to be implemented by the Administrative Agent way of a chapter 11 plan of reorganization substantially similar Takeover Offer, the Takeover Offer shall have become unconditional in all respects to accordance with the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence terms of the “Plan Effective Date” Offer Document and as promptly as reasonably practicable thereafter the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order Company Merger shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentationbe consummated, in each case, in form without giving effect to (and substance reasonably satisfactory there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrowers (or their applicable affiliate) thereunder that are materially adverse to the Borrowerinterests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required by the City Code, the Panel or a court of competent jurisdiction or are not prohibited by the Loan Documents; provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (f) All fees and other amounts due and payable by any of the Borrowers to each Joint Lead Arranger, the Administrative Agent and the Lenders; (h) Lenders under the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to Loan Documents shall have been paid, or substantially simultaneously shall be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Datepaid, to the extent invoiced at least one business day three Business Days prior to the Restructuring Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date; . (g) The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (h) The Administrative Agent (or its counsel) shall have received on or before the Closing Date: (i) receipt certified copies of the resolutions or similar authorizing documentation of the governing bodies of each of the Closing Date Guarantors authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; (ii) a good standing certificate or similar certificate dated a date reasonably close to the Closing Date from the jurisdiction of formation of the Closing Date Guarantors, but only where such concept is applicable; (iii) a customary certificate of the Closing Date Guarantors certifying the names and true signatures of the officers of the Closing Date Guarantors authorized to sign this Agreement and the other documents to be delivered by them hereunder; and (iv) a favorable opinion letter of legal counsel to the Closing Date Guarantors, in each case in form and substance substantially similar, with applicable changes, to the opinion letters delivered on the Effective Date. (i) With respect to the funding obligation of any affected Lender, it is not illegal for such Lender to make such Advance hereunder, provided that such Lender has used commercially reasonable efforts to make the Advance through an Affiliate of such Lender not subject to such legal restriction. (j) The Administrative Agent shall have received, on or prior to the Closing Date, so long as requested no less than 5 Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to the Guarantors that have acceded before or are acceding on the Closing Date (other than the Effective Date Parties). (k) The Administrative Agent (or its counsel) shall have received from each Closing Date Guarantor either (i) a joinder to this Agreement and the other Loan Documents signed on behalf of such party substantially in the form of Exhibit E or any other form agreed by the Administrative Agent of or (Aii) written evidence reasonably satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed such a joinder to this Agreement. The Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations notify the Borrowers and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction Lenders of the Administrative Agent; Closing Date in writing promptly upon the conditions precedent in this Section 3.02 being satisfied (j) receipt by the Administrative Agent of evidence of insurance or waived in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations Section 9.01), and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, notice shall be true conclusive and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementbinding.

Conditions Precedent to Closing Date. Consistent with The conditions precedent to closing on the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date shall be the execution, where applicable, and delivery to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with respect to: sufficient copies for each Lender: (a) minimum Liquidity From each Borrower: (i) a counterpart of this Agreement (to which shall include cash all of the Exhibits and cash equivalents Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Bank and any amounts held in the Post- Restructuring Cash Collateral AccountLenders; and (ii) on Notes properly executed by the Restructuring Effective Date Borrowers to the order of no less than $300,000,000; the Lenders, respectively. (iii) The Swing Line Note properly executed by the Borrowers to the order of the Swing Line Bank (b) from each Borrower a ratification of all prior liens and security interests granted in the execution below named documents in a form satisfactory to Agent (the “Ratification Agreements”) or, if any Borrower has not previously executed same, executed originals of mortgages and/or mortgage amendments or supplements evidencing the granting following: (i) the Security Agreement; (ii) the Escrow and Security Agreement; (iii) the GM Borrower Guaranty; and (iv) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of first-priority perfected real property mortgages on which, if required by this Agreement, shall be duly executed by the Mortgaged Properties; parties thereto. (c) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies of its constituent documents, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of account control agreements this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in form full force and substance reasonably satisfactory effect, and (C) as to the Administrative Agent with respect to incumbency and specimen signature of each officer of each Borrower executing this Agreement, the depositNotes, securities and other accounts any of the Credit Parties Loan Documents or other documents delivered in connection herewith or therewith; and (subject to customary exceptions to be mutually agreedii) or movement of deposit, securities and such other accounts to documents as the Administrative Agent’s institution; Agent may reasonably request. (d) receipt by from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties truth of the Credit Parties are locatedrepresentations and warranties made by such Borrower in this Agreement, taking into account and (ii) the size, scope and number of leases and ▇▇▇▇▇ absence of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% occurrence and continuance of the total PV-9 Pricing any Default or Event of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; Default. (e) the receipt Agent’s Letter duly executed by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); Company. (f) the occurrence of Floor Plan Agent’s Letter duly executed by the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; Company. (g) an opinion of counsel to the preparation, authorization Borrowers and execution any Subsidiary which signs any of the Financing DocumentationLoan Documents, in each case, in form and substance reasonably satisfactory addressed to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence form of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement.Exhibit 8.1

Conditions Precedent to Closing Date. Consistent with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the The occurrence of the “Plan Effective Date” Closing Date and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution obligations of the Financing DocumentationLenders to make the Term Loan on the Closing Date are, in each case, in form and substance reasonably satisfactory subject to each of the Borrower, the Administrative Agent and the Lenders; following conditions being satisfied: (ha) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the The Administrative Agent shall reasonably requesthave received a certificate from a Responsible Officer of the Borrower certifying that (a) the conditions to the Combination set forth in the Business Combination Agreement (without giving effect to any modifications, includingconsents, without limitationamendments or waivers thereto by Mylan that in each case are materially adverse to the interests of the Lenders or the Arrangers, due authorizationin their capacities as such, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and unless the perfection of all security interests purported Arrangers shall have provided their written consent thereto (such consent not to be granted and (B) customary corporate recordsunreasonably withheld, documents from public officials and officers’ certificatesconditioned or delayed)), in each case, which other than such conditions that by their nature are to be satisfied upon the closing of such transaction, have been satisfied or waived or are expected to be satisfied and waived on the Closing Date or one Business Day thereafter and (b) the Distribution is expected to be, the Combination is expected to be and the Contribution has been or is expected to be consummated on the Closing Date or one Business Day thereafter; (b) The Administrative Agent shall have been delivered and reviewed received a certificate attesting to the satisfaction Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, the Contribution, the Borrower Cash Distribution and the Distribution (but prior to the Combination) in or substantially in the form attached as Exhibit G hereto, from a Financial Officer of the Borrower; (c) The Administrative Agent; (j) receipt Agent shall have received Notes executed by the Administrative Agent Borrower in favor of evidence of insurance in accordance with each Lender requesting Notes at least three Business Days prior to the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement.Closing Date;

Conditions Precedent to Closing Date. Consistent with the Existing Credit The effectiveness of this Agreement and shall include, for the avoidance occurrence of doubt, Conditions Precedent to the Closing Date is subject to the satisfaction (or waiver in accordance with respect to: Section 11.5 hereof) of the following conditions: (a) minimum Liquidity the Agent’s and the Lenders’ receipt of (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (bi) the execution of mortgages Loan Documents (including, to the extent requested by a Lender, a Term Loan Note and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (cRevolving Loan Note, executed by ▇▇▇▇▇▇▇▇) delivery of account control agreements executed and delivered by each applicable Credit Party and Lender, which Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent with respect Blackstone Representative, the Disclosure Letter, and each other schedule to such Loan Documents (the deposit, securities Disclosure Letter and such other accounts of the Credit Parties (subject to customary exceptions schedules to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Blackstone Representative), and (ii) the Collateral Documents dated as of the Closing Date, executed in escrow by each of the applicable Credit Parties and the Agent, to the extent applicable, and circulated but not released, which Collateral Documents shall be in form and substance reasonably satisfactory to the Agent and the Blackstone Representative; (b) the Agent’s and the Lenders’ receipt of (i) true, correct and complete copies of the Operating Documents of each of the Credit Parties, and (ii) a Secretary’s/Directors’ Certificate (or equivalent thereof) with respect to each Credit Party dated the PlanClosing Date, certifying inter alia: (u) that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Blackstone Representative), (v) that the Borrowing Resolutions are in full force and effect, true, correct, complete and have not been altered as of Closing Date; (w) the specimen signatures of the directors and/or legal representatives of the Credit Parties authorized to execute and deliver the Loan Documents which confirmation order shall not are to be attached to the Secretary’s/Directors’ Certificate; and (x) that, where applicable, all filings which are necessary for the Credit Parties’ entry into the Operating Documents to which they are party have been vacated, reversed, modified, amended or stayedduly filed with the respective authority/ies; (gy) that in executing the Loan 4905-3710-6484 v.17 Documents to which they are a party, each Credit Party would not cause any borrowing, guarantee, security or similar limit binding on the Credit Party to be exceeded nor would such Credit Party be in breach of any of its binding obligations or any law or regulation to which it is subject; and (z) the preparation, authorization and execution entry into the Loan Documents by each Credit Party is conducive to the attainment of the Financing Documentation, in each casestrategic objectives and is to be benefit of its corporate group; (c) the Agent’s and the Lenders’ receipt of the Perfection Certificate for Borrower and the other Credit Parties, in form and substance reasonably satisfactory to the BorrowerBlackstone Representative; (d) copies of the appropriate UCC financing statement forms and intellectual property filing documents, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid as applicable, with respect to the Administrative Agent and Collateral of the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificatesCredit Parties, in each case, which for filing with the appropriate entity on or promptly after the Closing Date; (e) the Agent’s and the Lenders’ receipt of a good standing certificate and certificate of incumbency (or local law equivalent) for each Credit Party, certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such Credit Party as of a date no earlier than thirty (30) days prior to the Closing Date; (f) the Agent’s and the Lenders’ receipt of completed Borrowing Resolutions with respect to the Loan Documents, in form and substance reasonably satisfactory to the Blackstone Representative; (g) the Agent’s and the Lenders’ receipt of the Antecip Direct Agreement in form and substance reasonably satisfactory to the Agent; (h) the Blackstone Representative shall have been delivered received the Securities Purchase Agreement; (i) each Credit Party shall have obtained all Governmental Approvals and reviewed all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the satisfaction of the Administrative Agent; Blackstone Representative; (j) the Agent’s and the Lenders’ receipt by of a legal opinion of DLA Piper LLP (US) in form and substance reasonably satisfactory to the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; Blackstone Representative; (k) the accuracy Agent’s and the Lenders’ receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect, and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of the Agent (such evidence to be in form and substance reasonably satisfactory to the Blackstone Representative); (l) the Agent’s and the Lenders’ receipt of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”); (m) the Agent’s and the Lenders’ receipt of the Agent Fee Letter and the Blackstone Representative’s receipt of the Lender Fee Letter, and payment of Lender and Agent Expenses and other fees then due as specified in Sections 2.7 and 11.2 hereof; (n) the Agent’s and the Lenders’ receipt of a certificate, dated the Closing Date and signed by a Responsible Officer of ▇▇▇▇▇▇▇▇, confirming (i) there is no Adverse Proceeding pending or, to the Knowledge of the Credit Parties, threatened, that (x) contests the transactions contemplated by the Loan 4905-3710-6484 v.17 Documents or (y) individually or in the aggregate could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to the Agent) and (ii) that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (o) the Blackstone Representative’s receipt on or prior to the Closing Date of copies of each Material Contract identified as such in Schedule 4.12 to the Disclosure Letter; (p) the Existing Indebtedness (other than Contingent Obligations (including indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing the Existing Indebtedness) shall have been (or substantially concurrently with making of the Initial Term Loan on the Closing Date shall be) repaid or satisfied and discharged, and in connection therewith all guarantees and Liens in respect thereof shall have been released (including any reassignment, as applicable) on the Closing Date, and the Agent shall have received customary payoff letters and lien release documents in form and substance reasonably satisfactory to the Blackstone Representative relating to all such Existing Indebtedness, which payoff documentation and releases shall become effective pursuant to their terms; (q) the Agent’s and Blackstone Representative’s receipt on or prior to the Closing Date of the Intercompany Subordination Agreement; (r) the representations and warranties made by the Credit Parties in Section 4 of this Agreement and in the other Loan Documents are true and correct in all material respects, unless any such representation or warranty is stated to relate to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of all representations and warranties set forth in the Financing Documentation such earlier date (provided it being understood that any such representations and warranties representation or warranty that are is qualified as to “materiality, ,” “Material Adverse Change,” or similar language shall be true and correct in all respects, in each case, on the Closing Date (both with and without giving effect to the Initial Term Loan) or as of such earlier date, as applicable); (s) there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default; (t) the Lenders shall be satisfied with lien searches regarding the Credit Parties made as of a date reasonably close to the Closing Date; (u) the Agent’s receipt of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Credit Party that are required to be pledged and so delivered under the Security Agreement, together with stock powers or assignments, as applicable, properly endorsed for transfer to the Agent or duly executed in blank, in each case reasonably satisfactory to the Agent, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), an executed uncertificated stock control agreement among the issuer, the registered owner and the Agent substantially in the form attached as an Annex to the Security Agreement; and (v) the Agent’s and the Lenders’ receipt on or prior to the Closing Date of (x) the Borrowing Notice in accordance with the terms of Section 2.2(a)(v) and (ly) the absence Payment / Advance Form in each case in form and substance satisfactory to the Blackstone Representative. For purposes of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent determining compliance with the Existing Credit Agreementconditions specified in Section 3.1 on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or 4905-3710-6484 v.17 approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. Consistent with The conditions precedent to closing on the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date shall be the execution, where applicable, and delivery to the Agent of the items described in this Section 8.1, each dated (unless otherwise indicated) the Closing Date and, with respect to: sufficient copies for each Lender: (a) minimum Liquidity from each Borrower: (i) a counterpart of this Agreement (to which shall include cash all of the Exhibits and cash equivalents Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank, the Issuing Banks and any amounts held in the Post- Restructuring Cash Collateral AccountLenders; (ii) on Notes properly executed by the Restructuring Effective Date of no less than $300,000,000Borrowers to the Lenders, respectively; and (iii) the Swing Line Note properly executed by the Borrowers to the Swing Line Bank. (b) from each Borrower a ratification of all prior liens and security interests granted in the execution below named documents in a form satisfactory to Agent (the “Ratification Agreements”) or, if any Borrower has not previously executed same, executed originals of mortgages and/or mortgage amendments or supplements evidencing the granting following: (i) the Security Agreement; (ii) the Escrow and Security Agreement; (iii) the GM Borrower Guaranty; and (iv) any other necessary Security Documents in the form satisfactory to the Agent and its counsel; each of first-priority perfected real property mortgages on which, if required by this Agreement, shall be duly executed by the Mortgaged Properties; parties thereto. (c) from each Borrower (i) a certificate of the Secretary or an Assistant Secretary of said Borrower, certifying that (A) attached are true and complete copies of its constituent documents, (B) attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors, members or partners authorizing the execution, delivery and performance of account control agreements this Agreement, the Notes and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of each Borrower executing this Agreement, the Notes, any of the Loan Documents or other documents delivered in connection herewith or therewith; and (ii) such other documents as the Agent may reasonably request. (d) from each Borrower a certificate of a President, Senior Vice President, an Executive Vice President or a Vice President of each Borrower certifying (i) the truth of the representations and warranties made by such Borrower in this Agreement, and (ii) the absence of the occurrence and continuance of any Default or Event of Default. (e) the Agent’s Letter duly executed by the Company. (f) the Floor Plan Agent’s Letter duly executed by the Company. (g) an opinion of counsel to the Borrowers and any Subsidiary which signs any of the Loan Documents, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agent. (h) an Administrative Agent with respect to Questionnaire completed by each Lender and, if required, the deposittax forms set forth in Section 5.14. (i) an intercreditor agreement, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent, Floor Plan Agent with respect to the Plan, and Required Lenders (which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and evidence their satisfaction by execution of this Agreement), setting forth the Financing Documentation, respective rights of each party in each case, in form and substance reasonably satisfactory to the Borrower, assets of the Administrative Agent Company and the Lenders; Borrowers executed with, and received from, each provider of Permitted New Vehicle Floor Plan Indebtedness. (hj) evidence that the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) disbursements required to be paid by the Company pursuant to Section 5.4 and Section 13.4 on the Closing Date have been paid. (k) evidence that all UCC-1 filings and other Liens that are not permitted pursuant to this Agreement and which are existing or reflected in searches performed by the Agent or its counsel as of the Closing Date have been released and/or terminated to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the reasonable satisfaction of the Administrative Agent; Agent and its counsel. (jl) receipt by the Administrative Agent of evidence of insurance in accordance with required by Section 9.3. (m) all documentation and other information requested by the Financing Documentation; (k) Agent to satisfy the accuracy in all material respects requirements of all representations bank regulatory authorities under applicable “know your customer” and warranties set forth in anti-money laundering rules and regulations, including the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementUSA PATRIOT Act.

Conditions Precedent to Closing Date. Consistent The obligation of each Lender to make its Loan on the occasion of the Borrowing is subject to the satisfaction (or waiver in accordance with Section 9.05) of the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: following conditions: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; shall have occurred; (b) receipt by the execution Agent of mortgages and/or mortgage amendments or supplements evidencing the granting Notice of first-priority perfected real property mortgages on the Mortgaged Properties; Borrowing as required by Section 2.02; (c) delivery receipt by the Agent of account control agreements a certificate, substantially in the form of Exhibit D, dated the Closing Date and substance reasonably satisfactory signed by the chief financial officer of the Company, certifying that the Company and its Subsidiaries, on a consolidated and pro forma basis after giving effect to the Administrative Agent with respect to the depositTransactions, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; are Solvent; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment Arrangers of all fees fees, reasonable out-of-pocket expenses and expenses (including reasonable other compensation due and documented fees and expenses of counsel) required to be reimbursed or paid to on the Administrative Agent and Closing Date under this Agreement, the Lenders on Commitment Letter or before the Restructuring Effective DateFee Letter, including to the extent invoiced at least one business day three Domestic Business Days prior to the Restructuring Closing Date; , reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (ie) receipt by the Administrative Agent of (A) satisfactory opinions a certificate, dated the Closing Date and signed by a duly authorized officer of counsel to the Borrower and the GuarantorsCompany, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, confirming compliance with laws and regulations and the perfection of all security interests purported to be granted conditions precedent set forth in clauses (f), (g), (h) and (Bi) customary corporate recordsof this Section 3.02; (f) the fact that the Acquisition shall be consummated substantially concurrently with the Borrowing, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; Acquisition Agreement (kwithout any amendment, modification or waiver thereof or any consent thereunder which is adverse in any material respect to the Lenders, as reasonably determined by the Agent, without the consent of the Agent (such consent not to be unreasonably withheld or delayed) (it being agreed that any reduction in the amount of the Acquisition consideration shall not be deemed to be a modification which is adverse in a material respect to the Lenders if (i) such decrease is in the aggregate less than 10% of the Acquisition consideration or (ii) the accuracy Commitments are reduced on a dollar-for-dollar basis by the amount of such decrease in the Acquisition consideration)); (g) the fact that, immediately before and after giving effect to the Transactions, no Event of Default under Section 6.01(a), (f) or (g) shall have occurred and be continuing on the date of the Borrowing; (h) the fact that (i) the Acquisition Agreement Representation Condition shall not have occurred and be continuing and (ii) each of the Specified Representations shall be true and correct in all material respects, in each case immediately before and after giving effect to the Transactions on and as of the date of the Borrowing (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of all representations and warranties set forth in the Financing Documentation (respective date or for the respective period, as the case may be); provided that to the extent that any such representations and warranties that are Specified Representation is qualified as by or subject to materialitya “material adverse effect”, “material adverse change” or similar term or qualification, the same shall be true and correct in all respects; and and (li) the absence fact that there shall not have occurred, since the Acquisition Agreement Date, any Acquired Entity Material Adverse Effect. The Agent shall promptly notify the Company and the Lenders of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementClosing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions Precedent to Closing Date. Consistent with The obligations of the Existing Credit Agreement and shall include, for Lenders to make Loans to the avoidance of doubt, Conditions Precedent to Borrower on the Closing Date are subject to the satisfaction or waiver in accordance with respect to: Section 12.01 [Modifications, Amendments or Waivers] of the following conditions: (a) minimum Liquidity The Administrative Agent shall have received from the Borrower and Holdings either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence reasonably satisfactory to the Administrative Agent (which shall may include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Accounta facsimile or other electronic transmission) on the Restructuring Effective Date that such party has signed a counterpart of no less than $300,000,000; this Agreement. (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; [Reserved]. (c) The Administrative Agent (or its counsel) shall have received a certificate relating to the organization, existence and (to the extent applicable in its jurisdiction of organization, it being understood that such “good standing” concept does not exist under Korean Law or English Law) good standing of the Sponsor Guarantor and each Loan Party and the authorization of the Transactions, accompanied by specimen signatures of any Responsible Officers of the Sponsor Guarantor and such Loan Parties. (d) The Administrative Agent shall have received a customary favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of the following special counsel to the Loan Parties: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, with respect to matters of New York Law and certain aspects of Delaware, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, with respect to matters of Ohio Law, (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, with respect to matters of Maine Law, and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (UK) LLP, with respect to matters of English Law in connection with the English Loan Parties and, in each case, substantially in the form reasonably satisfactory to the Administrative Agent and the Lenders. (e) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in each of paragraphs (g), (h), (i), (k), (u) and (y) of this Section 7.01. (f) The Loan Parties shall have executed all documents, financing statements, agreements and instruments, and taken all such further actions (including the filing and recording of financing statements and other documents, and recordings of Liens in stock registries and delivery of account control agreements certificated Equity Interests), required to satisfy the Collateral and Guarantee Requirement. (g) The Merger shall have been consummated in compliance with the Acquisition Agreement substantially simultaneously with the making of the Loans on the Closing Date. The Acquisition Agreement (including all exhibits, schedules, annexes and other attachments thereto) shall not have been amended, waived or otherwise modified (including by way of consents) and no consents shall have been given thereunder, in each case in any manner materially adverse to the Lenders (in their capacity as such) unless consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld or delayed or conditioned). (h) The representations and warranties of Holdings, the Borrower, the Sponsor Guarantor and each Subsidiary set forth in this Agreement and in any other Loan Document (as applicable) shall be true and correct in all material respects (or if already qualified by materiality, material adverse effect or similar qualification, in all respects) on, or as of, the Closing Date (except in the case of any representation or warranty which expressly relates to a given date or period, which such representation and warranty shall be true and correct in all respects or in all material respects, as applicable, as of the respective date or for the respective period, as the case may be). (i) Since the date of the Acquisition Agreement, there shall not have occurred any Material Adverse Effect. (j) The Borrower shall have provided to the Administrative Agent evidence that the Term Loan Credit Agreement has been (or concurrently with the Closing Date is being) entered into. (k) On the Closing Date, immediately after giving effect to the Closing Date Refinancing and the Term Loan Credit Agreement, the Borrower and its Subsidiaries shall have no Material Indebtedness for borrowed money other than Indebtedness outstanding under this Agreement, the Term Loans, the Israel Grants and other Indebtedness permitted under this Agreement. (l) The Lenders shall have received copies of (i) audited consolidated financial statements of the Target and its subsidiaries with respect to the fiscal years ending September 30, 2021 and September 30, 2022, (ii) audited consolidated financial statements of the Sponsor Guarantor and its subsidiaries with respect to fiscal year ending December 31, 2021, and (iii) unaudited consolidated financial statements of the Target and its subsidiaries in 2022, in the case of clauses (i) and (iii), to the extent filed with or furnished to the SEC and, in the case of clause (ii) to the extent filed or furnished to the Stock Exchange of Korea. (m) The Administrative Agent shall have received a certificate in the form attached hereto as Exhibit 1.1(B), dated as of the Closing Date and signed by the chief financial officer (or other officer with equivalent duties) of the Borrower, confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions to take place on the Closing Date. (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” provisions of Anti-Money Laundering Laws, including the USA PATRIOT Act, to the extent such information has been reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Closing Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in relation to the Borrower, shall have received such certification at least three (3) Business Days prior to the Closing Date. (o) Substantially simultaneously with the making of the Loans on the Closing Date, the Administrative Agent shall have received all fees due and other amounts due and payable in connection with this Agreement and the Commitments and Loans to be provided hereunder, including payment or reimbursement of all reasonable and documented out-of-pocket expenses required to be paid or reimbursed by the Borrower on the Closing Date; provided such expenses are invoiced at least three (3) Business Days (or such later date as reasonably agreed by the Borrower) prior to the Closing Date. (p) The Administrative Agent shall have received copies of corporate authorizations (including, without limitation, any board, investment committee, shareholder or other approval required by Law or governing agreements) from each of the Sponsor Guarantor and each Loan Party in form and substance reasonably satisfactory to the Administrative Agent evidencing authorization of the Transactions and entry into and performance of its obligations under the Loan Documents to which it is a party. (q) The Administrative Agent shall have received lien searches in reasonably acceptable scope and with reasonably acceptable results. (r) The Administrative Agent shall have evidence that adequate insurance required to be maintained under this Agreement is in full force and effect. (s) The Administrative Agent shall have received evidence in form and substance to its satisfaction that all of the foreign exchange reports to relevant Governmental Authorities required under the Foreign Exchange Transaction Act of Korea and the regulations thereunder in relation to this Agreement and the Sponsor Guarantee have been duly filed and accepted. (t) The Administrative Agent shall have received a customary funds flow memorandum in respect of the sources and uses of funds to be transferred on the Closing Date. (u) No Default or Event of Default is continuing as at the Closing Date or would result from the Borrowing of Loans on the Closing Date or from the application of proceeds thereof. (v) No event or circumstance of the type described in Section 6.18 is continuing in relation to any Lender. (w) The Administrative Agent shall have received a Loan Request in accordance with Section 2.05. (x) Each Lender that has requested a Promissory Note pursuant to the terms of this Agreement shall have received such Promissory Note. (y) Prior to or substantially simultaneously with the initial Borrowing on the Closing Date, the Minimum Sponsor Equity Investment shall be made. (z) [Reserved]. (aa) The Administrative Agent shall have received, in the case of each English Loan Party, a certificate from a director of that English Loan Party attaching and certifying that the following documents are correct, complete and in full force and effect and have not been amended or superseded as at the Closing Date: (i) a copy of the organizational documents of that English Loan Party; (ii) a copy of a resolution of the board of directors of that English Loan Party; and (iii) a copy of a resolution signed by all the holders of the issued shares in that English Loan Party. (bb) The Administrative Agent shall have received, with respect to the depositSponsor Guarantor, securities and other accounts a certificate from the representative director of the Credit Parties Sponsor Guarantor attaching and certifying that the following documents are correct, complete and in full force and effect and have not been amended or superseded as at the Closing Date: (subject to customary exceptions to be mutually agreedi) or movement a copy of deposit, securities and other accounts to the Administrative Agent’s institutionarticles of incorporation of the Sponsor Guarantor; (dii) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties a copy of the Credit Parties are located, taking into account commercial registry extracts regarding the size, scope and number of leases and ▇▇▇▇▇ Sponsor Guarantor; (iii) copies of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% corporate authorizations of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order Sponsor Guarantor in form and substance reasonably satisfactory to the Administrative Agent with respect evidencing authorization of the Transactions and entry into and performance of its obligations under the Loan Documents to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayedit is a party; (giv) a copy of the seal certificate of the representative director of the Sponsor Guarantor; (v) a power of attorney executed by the representative director of the Sponsor Guarantor (if necessary) authorizing a specified person or persons to execute the Loan Documents to which it is a party; and (vi) the preparation, authorization and execution specimen signature of each person (if necessary) authorized by any power of attorney referred to in clause (v) above in respect of the Financing Documentation, in each case, in form Loan Documents to which it is a party. (i) No Specified Outcome has occurred or is reasonably likely to occur; and substance reasonably satisfactory to (ii) Holdings or the Initial Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid through ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, shall have provided to the Administrative Agent and the Lenders a written summary relating to (x) the status of the negotiations between the Borrower and any Subsidiary and the DOJ representatives, (y) any potential causes of actions against any Loan Party arising from the DOJ Investigation, based on such negotiations and (z) any other adverse actions or before the Restructuring Effective Date, penalties from any other Governmental Authority relating to the extent invoiced at least one business day prior DOJ Investigation in form acceptable to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the GuarantorsLenders in their DOJ Permitted Discretion (such summary, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement“DOJ Investigation Anticipated Outcome”).

Conditions Precedent to Closing Date. Consistent The respective obligations of the Purchasers with respect to the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect hereunder are subject to: , in addition to the conditions to their respective purchase obligations set forth in Section 3.02, each of the following terms and conditions: (a) minimum Liquidity the Administrative Agent shall have received duly executed counterparts of each of the Financing Documents (which shall include cash other than a Mortgage Deed), each as in full force and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) effect on the Restructuring Effective Closing Date of no less than $300,000,000; and each not subject to any unsatisfied or unwaived conditions to effectiveness; (b) the execution Administrative Agent, the Initial Purchaser, the Initial Tranche D Lenders and the Brazilian Collateral Agent shall have received: (i) a Notice of mortgages and/or mortgage amendments or supplements evidencing Purchase duly executed by the granting of first-priority perfected real property mortgages Issuer relating to the Note(s) to be issued to the Initial Purchaser (and to each Tranche D Lender electing to purchase a Tranche D Note rather than a Tranche D Participation) on the Mortgaged Properties; initial Purchase Date, which Notice of Purchase shall request a Purchase in an amount which shall, after payment of all or a portion of the Working Capital Amount (c) delivery of account control agreements in form and substance reasonably satisfactory as may be requested by the Issuer pursuant to Section 2.01(e)), equal to at least the Administrative Agent following amount for each Supplier: $136,000,000 with respect to the depositNokia Supplier, securities and other accounts $51,200,000 with respect to the Siemens Supplier, $44,800,000 with respect to the Alcatel Supplier, which amount shall be applied to fund each Suppliers' Contract Amount; and (ii) the Notes to be issued on the initial Purchase Date, duly executed by the Issuer in the aggregate amount of the Credit Parties applicable Commitments thereunder and in the name of the Initial Purchaser (subject and of each Initial Tranche D Lender electing to customary exceptions to be mutually agreedpurchase Tranche D Notes rather than a Tranche D Participation Interest); (c) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent shall have received opinions of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and counsel, each dated the geographic regions in which the oil and gas properties of the Credit Parties are locatedClosing Date, taking into account the sizefrom: (i) Milbank, scope and number of leases and Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Issuer and the Guarantor, covering the matters summarized on Exhibit C-1 hereto, and Ulhoa Canto, Rezende e ▇▇▇▇▇▇ Advogados, special Brazilian counsel to the Issuer and the Guarantor, covering the matters summarized on Exhibit C-2 hereto, in each case addressed to the Purchasers and the Administrative Agent; (ii) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special New York counsel to Nokia, covering the matters summarized on Exhibit C-4 hereto; and Finnish in-house counsel to Nokia, covering the matters summarized on Exhibit C-5 hereto, in each case addressed to the Purchasers and the Administrative Agent; and (iii) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Siemens and Alcatel, covering the matters summarized on Exhibit C-6 hereto; German in-house counsel to Siemens, covering the matters summarized on Exhibit C-7 hereto; and French in-house counsel to Alcatel, covering the matters summarized on Exhibit C-8 hereto, in each case addressed to the Purchasers and the Administrative Agent. (d) the relevant Tranche D Lenders shall have received opinions of counsel, each dated the Credit PartiesClosing Date, from: (i) ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, special Brazilian counsel to the Tranche D Lenders, covering the matters summarized on Exhibit C-3 hereto, addressed to the Initial Tranche D Lenders; (ii) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special New York counsel to Nokia, covering such that matters as Nokia may have requested, addressed to Nokia; and (iii) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Siemens and Alcatel, covering such matters as Siemens and Alcatel may have requested, addressed to Siemens and Alcatel. (e) the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% have received an opinion of the total PV-9 Pricing of the Proved Reserves attributable (i) ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, special New York counsel to the Mortgaged PropertiesInitial Purchaser, subject to customary exceptions to be agreed; and (eii) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects ▇▇▇▇▇, Cescon ▇▇▇▇▇▇▇▇▇▇, Barrieu e ▇▇▇▇▇▇, special Brazilian counsel to the Plan described Initial Purchaser, covering the matters summarized on Exhibits D-1 and D-2 hereto, respectively, and each dated the Closing Date, in each case addressed to the RSA in form Purchasers and substance reasonably satisfactory to it (the “Plan”); Agents; (f) the occurrence Administrative Agent shall have received (i) true and correct copies of each of the “Plan Effective Date” Concession Agreements, each in full force and effect on the Closing Date and each not subject to any unsatisfied conditions to effectiveness, and all material and necessary licenses, concessions and authorizations, and the entry rights appurtenant thereto to operate the respective businesses of the Issuer, the Guarantor and the Material Subsidiaries, shall be in full force and effect to the extent required to be in effect on the Closing Date (other than the right of the Issuer to operate a confirmation order PCS network as of the Closing Date), (ii) a Responsible Officer's Certificate certifying to the foregoing and (iii) a Responsible Officers Certificate (which may be the same certificate) certifying that each of the Supply Contracts is in form full force and substance reasonably effect on the Closing Date and not subject to any unsatisfied condition to effectiveness; provided, however, that the failure of the Supply Contract of any Supplier to be in full force and effect on the Closing Date without unsatisfied or unwaived conditions to effectiveness shall not affect the obligations of the Purchasers with respect to the Aggregate Financings of the unaffected Suppliers and related Tranche D Lenders; (g) the Administrative Agent shall have received evidence satisfactory to it of the satisfaction or waiver of all conditions to the closing of the transactions contemplated by the Transaction Documents to be consummated by the Issuer and the Guarantor on the Closing Date as set forth in the Transaction Documents (including in the Participation Agreements), and that all such transactions will take place prior to or simultaneously with the transactions contemplated hereby to take place on the Closing Date; (h) the Issuer and the Guarantor shall each have provided to the Administrative Agent with respect to a Responsible Officers' Certificate certifying that the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent Issuer and the Lenders; (h) Guarantor possess the payment of insurance coverage required under Section 5.03 and attaching an insurance binder or other evidence that the Brazilian Collateral Agent has been named as the loss payee on all fees and expenses (including reasonable and documented fees and expenses of counsel) insurance policies required under Section 5.03(c), other than liability policies payable directly to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; third party payees; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery have received the financial statements referred to in Sections 4.04(a) and enforceability of all Financing Documentation, (c) together with a Responsible Officers' Certificate setting forth in reasonable detail the calculations required to establish that the Guarantor is in compliance with laws and regulations and the perfection requirements of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed Section 5.11 on the Closing Date after giving effect to the satisfaction of transactions contemplated to take place under the Administrative Agent; Transaction Documents on the Closing Date; (j) receipt by immediately before and after giving effect to the Administrative Agent of evidence of insurance in accordance with transactions contemplated to take place under the Financing Documentation; Transaction Documents on the Closing Date, (ki) the accuracy in all material respects of all representations and warranties set forth of the Issuer and the Guarantor contained herein and in the any other Financing Documentation (provided that any such representations and warranties that Document to which they are qualified as to materiality, a party shall be true and correct in all respects; material respects on and as of the Closing Date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date, and (ii) no Default shall have occurred and be continuing; (k) the Administrative Agent shall not have received notice from the Arrangers that there has occurred, since December 31, 2000, any Material Adverse Effect. (l) the absence Administrative Agent shall have received a copy of the letter from the Process Agent accepting its appointment as such pursuant to Section 10.11; (m) the Administrative Agent shall have received all documents any Agent may reasonably request relating to the existence of the Issuer and the Guarantor, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant thereto, all in form and substance satisfactory to the Agents; (n) the Administrative Agent shall have received a certificate of the President, Chief Financial Officer, Secretary, Assistant Secretary, Directors or duly appointed attorneys-in-fact of each of the Issuer and the Guarantor, substantially in the form of Exhibit K hereto, each dated as of the Closing Date, certifying: (i) and attaching true and correct copies of such Person's charter documents and by-laws, (ii) and attaching the resolutions of such Person's General Shareholders' Meeting, Board of Directors or Board of Officers, as the case may be, then in full force and effect authorizing the execution, delivery and performance of the Financing Documents to which such Person is a party, (iii) the incumbency and true signatures of the officer(s) who may execute (or who have executed on behalf of such Person the powers of attorney granting powers to the individuals who may execute) on behalf of such Person each Financing Document to which such Person is a party; (iv) the representations and warranties of the Issuer and the Guarantor contained herein and in any other Financing Document to which they are a party shall be true and correct in all material respects on and as of the Purchase Date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date, and (v) no Default shall have occurred and be continuing; (o) the Administrative Agent shall have received evidence that all prior and contemporaneous approvals, authorizations or filings with any Governmental Authority that may be required in connection with the execution, delivery and performance of any default Financing Document by any Person a party thereto have been obtained and are in full force and effect (other than such approvals, authorizations or event filings to be provided after the Closing Date, as set forth in Section 4.02); (p) the Administrative Agent shall have received evidence satisfactory to it of default under the Financing Documentation. Ongoing Conditions Precedent: Customary creation and perfection of a first priority security interest in the Collateral existing and owned by the Issuer as of the Closing Date in favor of the Secured Parties; and (q) the Administrative Agent shall have received a Responsible Officers' Certificate of each of the Suppliers, dated as of the Closing Date, each affirming that the Supply Contract between such Supplier and the Issuer is in full force and effect on the Closing Date and is not subject to any unsatisfied or unwaived conditions to borrowing consistent effectiveness; provided, however, that the failure of the Supply Contract of any Supplier to be in full force and effect on the Closing Date without unsatisfied or unwaived conditions to effectiveness shall not affect the obligations of the Purchasers with respect to the Existing Credit AgreementAggregate Financings of the unaffected Suppliers and related Tranche D Lenders.

Conditions Precedent to Closing Date. Consistent with The closing of this Agreement shall occur on the Existing Credit Agreement and date (the “Closing Date”) on which the following conditions precedent shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: have been satisfied: (a) minimum Liquidity The Administrative Agent (which or its counsel) shall include cash have received from each applicable party the following, each dated such day (unless otherwise specified): (i) A counterpart of this Agreement and cash equivalents each Note (if requested by any Lender) signed on behalf of each party thereto. (ii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and any amounts held true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) that there have been no changes in the Post- Restructuring Cash Collateral Accountcertificate of incorporation (or equivalent Constituent Document) on of the Restructuring Effective Date Borrower from the certificate of no less than $300,000,000; incorporation (bor equivalent Constituent Document) delivered pursuant to clause (ii) above and (D) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts resolutions of the Credit Parties Board of Directors approving and authorizing the execution, delivery and performance of this Agreement. (subject to customary exceptions to be mutually agreediv) or movement An opinion of deposit, securities and other accounts in-house counsel for the Borrower reasonably acceptable to the Administrative Agent’s institution; . (db) receipt by The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and in connection herewith, including the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the syndication of the credit facility provided hereby (to the extent such fees and expenses are due and statements for such fees and expenses have been delivered to the Borrower). (c) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by the Lenders. (d) (i) No Default shall have occurred and be continuing on the Closing Date, (ii) the representations and warranties contained in Article 4 shall be accurate in all material respects on and as of the Closing Date (except to the extent any such representation or warranty (1) relates solely to an earlier date, in which case it shall be paid accurate in all material respects as of such earlier date, or (2) is qualified by materiality or subject to a Material Adverse Effect qualification, in which case it shall be accurate in all respects) as if made on and as of such date, (iii) no injunction affecting the execution, delivery or performance of the Loan Documents shall have been issued and remain in effect on the Closing Date and (iv) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the Closing Date, stating that each of the conditions precedent set forth in clauses (i)-(iii) of this Section 3.01(d) have been satisfied. (e) evidence reasonably satisfactory to the Administrative Agent that all principal of and interest on any loans outstanding under, and all accrued fees under, the Lenders on or before Existing Credit Facility, and all fees then due in accordance with the Restructuring Effective Datefee letters dated November 29, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the 2016, shall have been paid in full. The Administrative Agent of (A) satisfactory opinions of counsel to shall promptly notify the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction Lenders of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in Closing Date, and such notice shall be conclusive and binding on all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties parties hereto. The Lenders that are qualified as parties to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementFacility, constituting the “Required Lenders” under the Existing Credit Facility, and the Borrower agree that (i) the commitments under the Existing Credit Facility shall terminate automatically on the Closing Date without need for further action by any party to the Existing Credit Facility and (ii) all requirements of notice for any prepayment under the Existing Credit Agreement necessary to satisfy the conditions stated in Section 3.01(e) or the termination of commitments pursuant to clause (i) above are hereby waived.

Conditions Precedent to Closing Date. Consistent with The obligation of the Existing Credit Agreement and shall include, for Banks to make Advances hereunder on the avoidance of doubt, Conditions Precedent to Closing Date with respect to: is subject solely to satisfaction (or waiver) of the following conditions precedent, and upon satisfaction (or waiver) of such conditions each Bank shall make its Advance hereunder on the Closing Date: (a) minimum Liquidity (The Administrative Agent shall have received all of the following, each of which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Accountbe originals unless otherwise specified: (1) on the Restructuring Effective Date executed counterparts of no less than $300,000,000; this Agreement; (b2) the execution Notes, if requested, dated the Closing Date and executed by the Borrower in favor of mortgages and/or mortgage amendments or supplements evidencing each Bank, each in a principal amount equal to that Bank’s Pro Rata Share of the granting Commitment, in accordance with Section 2.1(g); (3) a certified copy of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery Certificate of account control agreements in form and substance reasonably satisfactory Incorporation of the Borrower, together with a good standing certificate from the Secretary of State of the State of incorporation of the Borrower and, to the Administrative Agent with respect extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such state, each dated a recent date prior to the deposit, securities and other accounts Closing Date; (4) copies of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement Borrower’s Bylaws, certified as of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt Closing Date by the Administrative Agent corporate secretary or an assistant secretary of title the Borrower; (5) resolutions of the Board of Directors of the Borrower approving and environmental information consistent with usual authorizing the execution, delivery and customary standards for reserve-based credit facilities performance of this Agreement and the geographic regions in other Loan Documents to which the oil and gas properties Borrower is a party, certified as of the Credit Parties are located, taking into account Closing Date by the size, scope corporate secretary or an assistant secretary of the Borrower as being in full force and number effect without modification or amendment; (6) signature and incumbency certificates of leases the officers of the Borrower executing this Agreement and the other Loan Documents; (7) the favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, dated as of the Credit PartiesClosing Date; (8) a certificate dated the Closing Date as to the financial condition and solvency of the Borrower in the form attached as Exhibit E hereto; (9) (A) for each of the fiscal years 2010, 2011, and 2012, the audited consolidated balance sheet of each of the Borrower and the Acquired Business as of the end of such fiscal year and related audited consolidated statements of operations, cash flows and shareholders’ equity, (B) for each fiscal quarter of the 2013 fiscal year ended at least 45 days prior to the Closing Date, an unaudited balance sheet and related statements of operations and cash flows of each of the Borrower and the Acquired Business for such fiscal quarter and for the elapsed period of the 2013 fiscal year and for the comparable periods of the prior fiscal year; and (C) any additional audited and unaudited financial statements for all recent, probable or pending acquisitions by the Borrower or the Acquired Business that would be required to be filed in a Form 8-K if the Borrower or the Acquired Business were a reporting company under the Securities Exchange Act of 1934; provided that the Administrative Agent information in this clause (C) shall only be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent required with respect to the PlanAcquired Business to the extent such information would be necessary for inclusion in a registration statement under the Securities Act relating to the issuance of indebtedness in the public markets; (10) a certificate of the chief financial officer of the Borrower to the effect that the ratio of (x) Consolidated Total Debt of the Borrower and its subsidiaries at the Closing Date after giving effect (excluding for clarity the Term Financing) to the Transaction to (y) Consolidated Capitalization as set forth in the pro forma financial statements giving effect (excluding for clarity the Term Financing) to the Transaction is not greater than 0.65 :1.0; and (11) a Certificate of a Senior Officer of the Borrower certifying that the conditions specified in Sections 8.2(b), 8.2(c) and 8.2(f) have been satisfied as of the Closing Date. (b) The purchase by a Subsidiary of the Borrower of the outstanding shares of Company Common Stock (as defined in the Acquisition Agreement) shall have been or shall be, substantially simultaneously with the Advances made on the Closing Date, consummated in accordance with the terms of that certain Agreement and Plan of Merger dated as of August 24, 2013 among the Borrower, Arena Acquisition Company and the Acquired Business without giving effect to any amendments, modifications, supplements, waivers or consents by the Borrower or any of its Affiliates thereto that are materially adverse to the interests of the Banks and not approved by the Arrangers (which confirmation order approval shall not have been vacatedbe unreasonably withheld, reversedconditioned or delayed) (as so amended, modified, amended supplemented or stayed; waived, and including all exhibits, schedules and annexes thereto, the “Acquisition Agreement”). It is understood and agreed that (gA) any change to the preparation, authorization definition of “Material Adverse Effect” in the Acquisition Agreement and execution of the Financing Documentation(B) any reduction in price shall, in each case, in form and substance reasonably satisfactory be deemed to be materially adverse to the Borrowerinterest of the Banks; provided that a reduction in the purchase price of ten percent (10%) or less, shall not in and of itself be deemed material as long as the amount of the reduction is applied to reduce the indebtedness incurred to finance the Acquisition (excluding for clarity the Term Financing). (c) Since August 24, 2013 there shall not have occurred a “Material Adverse Effect” (as defined in the Acquisition Agreement) or any change, event, circumstance or development that is, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect (as defined in the Acquisition Agreement). (d) All fees due to the Administrative Agent, the Administrative Agent Arrangers and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) Banks required to be paid to on the Administrative Agent and the Lenders on or before the Restructuring Effective DateClosing Date and, to the extent invoiced at least one two business day days prior to the Restructuring Closing Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower , and the Guarantorsfees, addressing such matters as the Administrative Agent costs and expenses referred to in Section 11.3(a) shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificateshave been paid, in each case, which from the proceeds of the initial Advance. (e) To the extent requested at least ten days prior to the Closing Date, the Borrower shall have been delivered provided the documentation and reviewed other information to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materialityrequired by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act. (f) The Acquisition Agreement Representations and the Specified Representations shall be true and correct correct. If the Closing Date has not occurred on or before February 24, 2014, no Bank shall have any obligation to make any Advances under this Agreement and the Commitment of each Bank shall be automatically terminated in all respects; and (l) full on such day. For the absence avoidance of any default or event of default under doubt, the Financing Documentation. Ongoing Conditions Precedent: Customary conditions in this Section 8.2 shall not be conditions to borrowing consistent with the Existing Credit Agreementfunding of each Bank’s Pro Rata Share of the Commitments on the Pre-Funding Date.

Conditions Precedent to Closing Date. Consistent with The obligations of the Existing Credit Agreement and shall include, for Lenders to make Initial Term Loans on the avoidance of doubt, Conditions Precedent to Closing Date are subject to the satisfaction (or waiver in accordance with respect to: Section 9.08) of the following conditions on the Closing Date: (a) minimum Liquidity The Administrative Agent (or its counsel) shall have received from each of the Parent Borrower, the Co-Borrower and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which shall may include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Accountdelivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) on the Restructuring Effective Date that such party has signed a counterpart of no less than $300,000,000; this Agreement. (b) The Administrative Agent and the execution Lenders shall have received, (i) a written opinions of mortgages and/or mortgage amendments or supplements evidencing ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel for the granting of first-priority perfected real property mortgages Loan Parties and from such other U.S. local counsel for the Loan parties as the Required Lenders may request (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders on the Mortgaged Properties; Closing Date and (cC) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect Required Lenders covering such matters relating to the depositLoan Documents as the Required Lenders shall reasonably request and (ii) a written opinion of ▇▇▇▇▇▇▇, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of & ▇▇▇▇▇▇▇▇▇ LLP, as Canadian counsel for the Credit PartiesLoan Parties and from such other Canadian local counsel for the Loan Parties as the Required Lenders deem necessary, such that (A) dated the Closing Date, (B) addressed to the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Required Lenders covering such matters as the Required Lenders shall reasonably request. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) in the case of the U.S. Loan Parties, that attached thereto is a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of the minutes of, or resolutions duly adopted by, the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Parent Borrower and the Co-Borrower, the borrowings hereunder, and that such minutes or resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (vi) the name and title of any Responsible Person with respect each such applicable Loan Party. (d) The Administrative Agent and Lenders shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Parent Borrower, together with all attachments contemplated thereby, and the Lenders shall have received the results of a search of the Uniform Commercial Code or PPSA (or equivalent), tax and judgment, United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office filings made with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) Loan Parties in the preparation, authorization jurisdictions contemplated by the Perfection Certificate and execution copies of the Financing Documentation, in each case, in form financing statements (or similar documents) disclosed by such search and substance evidence reasonably satisfactory to the Borrower, Required Lenders that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released (or arrangements reasonably satisfactory to the Required Lenders for such release shall have been made); (e) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit H and signed by a Financial Officer of the Lenders; Parent Borrower confirming the solvency of the Parent Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date; (hf) the payment of The Agents shall have received all fees and expenses (including reasonable and documented fees and expenses of counsel) required payable thereto or to be paid any Lender on or prior to the Administrative Agent and the Lenders on or before the Restructuring Effective DateClosing Date and, to the extent invoiced at least one business day (1) Business Days prior to the Restructuring Closing Date; , reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Goodmans LLP and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans); (g) Except as set forth in Schedule 5.13 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement”), the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date; (h) The Administrative Agent and the Lenders shall have received all documentation and other information required by Section 3.25(a)(ii) and (iii) on or prior to the dates set forth therein, as applicable, to the extent such information has been requested not less than three (3) Business Days prior to the Closing Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the The Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; received a Borrowing Request as required by Section 2.03; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all The representations and warranties set forth in the Financing Documentation (provided that any Loan Documents shall be true and correct in all material respects as of such date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties that expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and except to the extent such representations and warranties are qualified as to by materiality, Material Adverse Effect or similar language (in which case such representations and warranties shall be true and correct in all respects; ); (k) At the time of and immediately after such Borrowing, no Default or Event of Default shall have occurred and be continuing; (l) The Administrative Agent and the absence Lenders shall have received a closing date certificate substantially in the form of any default or event Exhibit I and signed by a Financial Officer of default under the Financing DocumentationParent Borrower which shall include certifications to the effect that the conditions precedent set forth in Sections 4.01(j) and (k) hereof have been satisfied on the Closing Date; (m) Farm Credit Canada shall have provided its consent to the incurrence of the Initial Term Loan Facility; and (n) The Administrative Agent and the Lenders shall have received the Historical Financial Statements. Ongoing Conditions Precedent: Customary conditions to borrowing consistent For purposes of determining compliance with the Existing Credit Agreementconditions specified in this Section 4.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Conditions Precedent to Closing Date. Consistent with The obligation of any Lender to make the Existing Credit Agreement and shall includeLoan on the occasion of the Borrowing, for is subject to the avoidance satisfaction of doubt, Conditions Precedent to Closing Date with respect to: the following conditions: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; shall have occurred; (b) receipt by the execution Agent of mortgages and/or mortgage amendments or supplements evidencing the granting Notice of first-priority perfected real property mortgages on the Mortgaged Properties; Borrowing as required by Section 2.02; (c) delivery receipt by the Agent of account control agreements all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; ; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties (i) an opinion of the Credit Parties are locatedGeneral Counsel of the Company, taking into account covering such matters as the size, scope Agent may reasonably request and number (ii) an opinion of leases and ▇▇▇▇▇▇▇▇▇▇ of the Credit Parties& ▇▇▇▇▇ LLP, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable counsel to the Mortgaged PropertiesCompany, subject to customary exceptions to be agreed; covering such matters as the Agent may reasonably request; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions a certificate, dated the Closing Date and signed by the chief financial officer of counsel the Company, certifying that the Company and its Subsidiaries, on a consolidated basis, after giving effect to the Borrower and the GuarantorsTransactions, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and are Solvent. (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (jf) receipt by the Administrative Agent and the Arranger of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the Commitment Letter or the Fee Letter, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; (g) receipt by the Agent of evidence the financial statements referred to in Sections 4.04(a), 4.04(b) and 4.04(c), which financial statements shall not be in a form materially inconsistent with the financial statements or forecasts previously provided to the Agent; (h) receipt by the Agent of insurance a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, confirming compliance with the conditions precedent set forth in clauses (i), (j), (k) and (l) of this Section 3.02; (i) the fact that the Acquisition shall be consummated substantially concurrently with the Borrowing, in accordance with the Financing Documentation; Acquisition Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is adverse in any material respect to the Lenders, as reasonably determined by the Agent, without the consent of the Agent in its sole discretion); (j) the fact that, immediately before and after giving effect to the Transactions, no Default shall have occurred and be continuing on the date of the Borrowing; (k) the accuracy in all material respects of all fact that the representations and warranties set forth of the Company contained in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, this Agreement shall be true immediately before and correct in all respectsafter giving effect to the Transactions on and as of the date of the Borrowing; and and (l) except as set forth on Schedule 4.23 to the absence Acquisition Agreement (as of the Acquisition Agreement Date), since June 30, 2013, there has not been any default event, change or event of default under effect that has had or would reasonably be expected to have, individually or in the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementaggregate, an Acquired Entity Material Adverse Effect.

Conditions Precedent to Closing Date. Consistent The obligation of each Lender to extend the Termination Date of the Facility or to make an Advance on the occasion of the Closing Date hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: Date: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the The Administrative Agent with respect to and Lead Arranger shall have received on or before the deposit, securities and other accounts day of the Credit Parties Closing Date the following, each dated such day (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”unless otherwise specified); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders Lead Arranger (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders. (ii) A Notice of Borrowing, if applicable, and a Borrowing Base Certificate relating to the Closing Date. (A) A consent to the subsidiary guarantor security agreement substantially in the form of EXHIBIT D-1 (the "SUBSIDIARY GUARANTOR SECURITY AGREEMENT CONSENT", together with the subsidiary guarantor security agreement referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the "SUBSIDIARY GUARANTOR SECURITY AGREEMENT"), duly executed by Borrower and each Subsidiary Guarantor, and (B) a consent to the parent guarantor security agreement substantially in the form of EXHIBIT D-2 (the "PARENT GUARANTOR SECURITY AGREEMENT CONSENT" and, together with the parent guarantor security agreement referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the "PARENT GUARANTOR SECURITY AGREEMENT"), duly executed by the Parent Guarantor, together with: (1) executed copies of proper financing statements under the Uniform Commercial Code of the states of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created under the Collateral Documents, covering the Collateral described in the Security Agreements, (2) completed requests for information, dated on or before the Restructuring Effective date of the Closing Date, listing the financing statements referred to in clause (A) above and all other effective financing statements filed in the jurisdictions referred to in clause (A) above that name any Loan Party or any of its Subsidiaries as debtor, together with copies of such other financing statements, (3) evidence of the completion of all other recordings and filings of or with respect to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by Security Agreements that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the Liens created thereby, (4) executed termination statements (Form UCC-3 or a comparable form), in proper form to be duly filed on the date of the Closing Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent and the Lead Arranger may deem desirable in order to terminate or amend existing Liens on the Collateral described in the Security Agreements, (5) evidence that all other action that the Administrative Agent and the Lead Arranger may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreements has been taken. (iv) A consent to the subsidiary guaranty substantially in the form of EXHIBIT F-2 (the "SUBSIDIARY GUARANTY CONSENT", such Subsidiary Guaranty Modification together with the subsidiary guaranty referred to therein, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, the "SUBSIDIARY GUARANTY"), duly executed by each Subsidiary Guarantor set forth on SCHEDULE 3.01(A)(IV). (v) Mortgage modifications ("MORTGAGE MODIFICATIONS") in substantially the form of EXHIBIT E hereto and covering the Borrowing Base Properties (such Mortgage Modifications, together with the mortgages referred to therein, as any of the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with their terms, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with: (A) satisfactory opinions evidence of counsel to fully paid and effective American Land Title Association Lenders' title insurance policies (the Borrower "MORTGAGEE TITLE INSURANCE POLICIES") in form and the Guarantors, addressing such matters as the Administrative Agent shall reasonably requestsubstance with endorsements, including, without limitation, due authorizationMortgage modification endorsements, executionin an amount acceptable to the Administrative Agent and the Lead Arranger, delivery issued by Chicago Title Insurance Company, insuring the Mortgages, as modified, as of the time of the Closing Date to be valid first and enforceability subsisting Liens on the property described therein, free and clear of all Financing Documentationdefects (including, compliance with laws but not limited to, mechanics' and regulations materialmen's Liens) and the perfection of all security interests purported encumbrances, excepting only those exceptions to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt title approved by the Administrative Agent and the Lead Arranger; and (B) such consents and agreements of evidence lessors, ground lessors and other third parties, and other confirmations, as the Administrative Agent and the Lead Arranger may deem necessary or desirable, and as required to the extent necessary under any Material Agreements. (vi) [Intentionally Omitted]. (vii) Certified copies of insurance in accordance with the Financing Documentation; resolutions of the board of directors (kor persons performing similar functions) of each Loan Party approving the accuracy in all material respects Transaction and each Transaction Document to which it is or is to be a party, and of all representations documents evidencing other necessary corporate, limited partnership or limited liability company action and warranties set forth governmental approvals, if any, with respect to the Transaction and each Transaction Document to which it is or is to be a party and of the transactions contemplated hereby. (viii) A copy of a certificate of the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of each Loan Party, dated reasonably near the date of the Closing Date, in each case listing the Financing Documentation charter of each Loan Party and each amendment thereto on file in such office and certifying that (provided that any A) such representations and warranties that are qualified as to materiality, shall be charter is a true and correct copy thereof, (B) such amendments are the only amendments to such charter (or similar organizational documents) on file in his office, (C) such Person has paid all respects; franchise taxes (or the equivalent thereof) to the date of such certificate and (lD) the absence of any default or event of default such Person is duly organized and in good standing under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions laws of the state of the jurisdiction of its organization. (ix) A copy of a certificate of the Secretary of State (or the equivalent governmental authority) of the states listed on SCHEDULE 3.01(A)(IX), dated reasonably near the date of the Closing Date, with respect to borrowing consistent with each Loan Party as listed on SCHEDULE 3.01(A)(IX), stating that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such states and has filed all annual reports required to be filed to the Existing Credit Agreementdate of such certificate.

Conditions Precedent to Closing Date. Consistent The Credit Agreement will contain conditions precedent to Closing of the Facility which are customary for this type of transaction, including without limitation: ================================================================================ J.P. MORGAN SECURITIES INC. UBS SECU▇▇▇▇▇▇ ▇▇▇ 4 EDUCATION REALTY TRUST DECEMBER 2004 ================================================================================ o Documentation on terms consistent with the Existing Credit Agreement provisions of this summary and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities its counsel. o Satisfactory opinions from Borrower and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and Guarantor's coun▇▇▇, ▇▇ ▇▇luding opinions relating to the enforceability of the Credit Partiesloan documents, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% due organization and other items, as specified. o The contemplated initial public offering ("IPO") of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which Guarantor's stock shall have been delivered and reviewed completed. CONDITIONS PRECEDENT TO EACH ADVANCE: Concurrent with each request for funding under the Facility, the Borrower will provide to the satisfaction Agent: o Calculation of Borrowing Base Availability, and o Certificate signed by the Chief Financial Officer of the Administrative Managing Member of ERTOP indicating continued compliance with all covenants under the Facility. DUE DILIGENCE FOR THE ADMISSION OF EACH PROPERTY INTO THE COLLATERAL POOL: Each property is subject to certain due diligence requirements. The due diligence information of each property shall include, but not be limited to: a valid certificate of occupancy or similar certificate, proof of insurance (satisfactory to Agent; (j) receipt ), property insurance, a copy of a current title report along with copies of all items of record, an ALTA survey certified to the Agent, an inspection report by an architect or engineer approved by the Administrative Agent, an environmental report (acceptable to Agent), UCC searches by county and state, a current rent roll, a FIRREA conforming appraisal, a copy of the purchase agreement, recent photos of the property, last three years of operating statements, a site visit by the Agent and a pro forma operating statement. The Borrower will also provide such other information as may be reasonably requested by the Agent. The Agent, its counsel and other professionals engaged by Agent shall have sufficient time to review and approve the due diligence information prior to inclusion of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth a property in the Financing Documentation (provided that any such representations Collateral Pool. The Borrower will purchase and warranties that are qualified as provide a mortgagee's title policy in the amount of the Aggregate Commitment by a title underwriter acceptable to materiality, shall be true the Agent subject only to coverage exceptions and correct encumbrances approved by the Agent in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementits sole discretion.

Conditions Precedent to Closing Date. Consistent with On the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: Date: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the The Administrative Agent with respect to the depositshall have received, securities and other accounts on behalf of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities itself and the geographic regions in which the oil and gas properties Lenders a favorable written opinion of the Credit Parties are located, taking into account the size, scope and number of leases and (i) K▇▇▇▇▇▇▇ of & E▇▇▇▇ LLP, counsel for the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” Borrower and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each caseSubsidiaries, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent Arrangers and the Lenders; their counsel and (hii) the payment of all fees each special and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of local counsel to the Borrower and the GuarantorsSubsidiaries as the Arrangers may reasonably request, addressing in each case (A) dated the Closing Date, (B) addressed to the Arrangers, the Administrative Agent, the Collateral Agent, and the Lenders and (C) covering such matters relating to the Loan Documents and the Transactions as the Arrangers shall reasonably request and which are customary for transactions of the type contemplated herein. (b) The Administrative Agent shall reasonably requesthave received (i) a copy of the certificate or articles of incorporation or other formation documents, includingincluding all amendments thereto, without limitationof the Borrower, due authorizationcertified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) with respect to the Borrower, that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and enforceability performance of all Financing Documentation, compliance with laws and regulations the Loan Documents to which the Borrower is a party and the perfection borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) with respect to the Borrower, as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) if requested, documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (title III of Pub. L. 107-56 (signed into law October 26, 2001)). (c) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower, (ii) if requested by any Lender pursuant to Section 2.04, a promissory note or notes conforming to the requirements of such Section and executed and delivered by a duly authorized officer of the Borrower, and (iii) a Lender Addendum executed and delivered by each Lender and accepted by the Borrower. (d) The Borrower shall have paid all security interests purported fees and reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees and expenses of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to the Arrangers, and any special regulatory counsel) and their technical and other non-financial advisors, title premiums, survey charges and recording taxes and fees) and other compensation accrued and payable as of such date to the Arrangers, the Administrative Agent or the Lenders as separately agreed by the Borrower and the Arrangers. (e) The Arrangers shall have received the financial statements required on or prior to the Closing Date pursuant to Section 3.05 all in form and substance reasonably satisfactory to the Arrangers. (f) The Arrangers shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and such search shall reveal no Liens on any of the assets of the Borrower except, in the case of Collateral other than Pledged Securities, for Permitted Liens, and in respect of Pledged Securities, the Permitted Liens in clause (h) of the definition thereof and except for Liens to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed discharged on or prior to the satisfaction Closing Date pursuant to documentation reasonably satisfactory to the Arrangers or such other Liens that are not discharged with the consent of the Administrative Agent; (j) receipt by , as such consent may be provided in the Administrative Agent Agent’s reasonable judgment. (g) The Borrower shall have furnished to the Administrative Agent, for distribution to each Lender, a detailed consolidated budget for each fiscal year through 2012 (including a projected consolidated balance sheet and related statements of evidence projected operations and cash flows as of insurance in accordance with the Financing Documentation; (k) end of and for such fiscal year and setting forth the accuracy in all material respects assumptions used for purposes of all representations and warranties set forth in the Financing Documentation (provided that any preparing such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementbudget).

Conditions Precedent to Closing Date. Consistent with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to The Closing Date shall occur on the date that each of the following conditions shall have been satisfied (or waived in accordance with respect to: Section 9.05): (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; shall have occurred; (b) receipt by the execution Agent of mortgages and/or mortgage amendments a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, certifying that (i) the Acquisition Closing Date or supplements evidencing the granting Acquisition Termination Date, as applicable, shall have occurred, (ii) immediately before and after the Closing Date, no Default shall have occurred and be continuing and (iii) the representations and warranties of first-priority perfected real property mortgages the Company contained in this Agreement shall be true on and as of the Mortgaged Properties; Closing Date provided that to the extent the Closing Date occurs on or following the Acquisition Termination Date, the representations and warranties in Section 4.04 shall apply solely to the financial statements of the Company; (c) delivery receipt by the Agent of account control agreements all documents the Agent may reasonably request relating to the existence and good standing of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; ; (d) receipt by the Administrative Agent of title evidence reasonably satisfactory to it that the entire principal amount of any loans outstanding under, and environmental information consistent with usual all accrued interest, fees and customary standards for reserve-based credit facilities all other amounts under, the Existing Credit Agreement shall have been paid in full and all commitments thereunder shall have been terminated; (e) receipt by the Agent and the geographic regions in which Arrangers of all fees, reasonable out-of-pocket expenses and other compensation due and payable under this Agreement, the oil and gas properties Commitment Letter or the Fee Letters, including to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or thereunder; and (f) receipt by the Agent of (i) an opinion of the Credit Parties are locatedGeneral Counsel of the Company, taking into account covering such matters as the size, scope Agent may reasonably request and number (ii) an opinion of leases and ▇▇▇▇▇▇▇▇▇▇ of the Credit Parties& ▇▇▇▇▇ LLP, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the GuarantorsCompany, addressing covering such matters as the Administrative Agent may reasonably request. The Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations promptly notify the Company and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction Banks of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations Closing Date, and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, notice shall be true conclusive and correct in binding on all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementparties hereto.

Conditions Precedent to Closing Date. Consistent with 1 The closing of this Agreement shall occur on the Existing Credit Agreement and date (the “Closing Date”) on which the following conditions precedent shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: have been satisfied: (a) minimum Liquidity The Administrative Agent (which or its counsel) shall include cash have received from each applicable party the following, each dated such day (unless otherwise specified): (i) A counterpart of this Agreement and cash equivalents each Note (if requested by any Lender) signed on behalf of each party thereto. (ii) A copy of the articles or certificate of incorporation (or equivalent Constituent Document) of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with a certificate of such official attesting to the good standing of the Borrower. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and any amounts held true signatures of each officer of the Borrower who is authorized to sign this Agreement and the other Loan Documents on the Borrower’s behalf, (B) the by-laws (or equivalent Constituent Document) of the Borrower as in effect on the date of such certification, (C) that there have been no changes in the Post- Restructuring Cash Collateral Accountcertificate of incorporation (or equivalent Constituent Document) on of the Restructuring Effective Date Borrower from the certificate of no less than $300,000,000; incorporation (bor equivalent Constituent Document) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; delivered pursuant to clause (cii) delivery of account control agreements in form above and substance reasonably satisfactory (D) 1 Indicative ratings from ▇▇▇▇▇’▇ and S&P will be posted to the Administrative Agent with respect Lenders prior to the deposit, securities Closing Date as agreed by the Company and other accounts JPM. the resolutions of the Credit Parties Board of Directors approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party. (subject to customary exceptions to be mutually agreediv) or movement An opinion of deposit, securities and other accounts in-house counsel for the Borrower reasonably acceptable to the Administrative Agent’s institution; . (db) receipt by The Borrower shall have paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, any Lender or the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and in connection herewith, including the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent Agent, in connection with the negotiation, preparation, execution and delivery of the Loan Documents, the extensions of credit hereunder and the Lenders on or before syndication of the Restructuring Effective Date, credit facility provided hereby (to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower such fees and the Guarantors, addressing expenses are due and statements for such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery fees and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall expenses have been delivered and reviewed to the satisfaction of Borrower). (c) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent; (j) receipt Patriot Act, as reasonably requested by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementLenders.

Conditions Precedent to Closing Date. Consistent with The effectiveness of this Agreement shall be subject to the Existing Credit Agreement conditions precedent that the Lender shall have received each of the following documents and each of the following conditions shall includehave occurred on or prior to, for the avoidance of doubtor shall occur concurrently therewith, Conditions Precedent to Closing Date with respect to: (a) minimum Liquidity (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements each in form and substance reasonably satisfactory to the Administrative Agent with respect Lender: (a) The Borrower shall have received the duly executed and delivered acceptance letter to this Offer GIP N°1/2016 from the Lender. (b) The Lender shall have received a certificate from the Borrower, dated the Closing Date, signed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Borrower authorized to sign the Credit Documents and attaching true, correct and complete copies of (i) the Organizational Documents of the Borrower, (ii) the necessary resolutions of the board of directors (and/or other relevant governing body) of the Borrower, each certified by an Authorized Officer of the Borrower (which certificate shall state that such resolutions are in full force and effect on the Closing Date) and (iii) a good standing certificate relating to the deposit, securities legal existence (to the extent applicable and other accounts available in the particular jurisdiction) of the Credit Parties Borrower. (subject to customary exceptions to be mutually agreedc) or movement of depositThe Lender shall have received, securities and other accounts pursuant to the Administrative Agent’s institution; Additional Itaú Financing, original copies of (di) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties audited annual unconsolidated financial statements of the Credit Parties are locatedBorrower for the fiscal year ended December 31, taking into account the size2015, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (eii) the receipt by audited annual unconsolidated financial statements of each of (A) Petroquímica Cuyo and (B) Petroken, in each case for the Administrative Agent fiscal year ended December 31, 2015, and (iii) unaudited quarterly unconsolidated financial statements of a chapter 11 plan each of reorganization substantially similar in all respects to the Plan described in the RSA in form (A) Petroquímica Cuyo and substance reasonably satisfactory to it (the “Plan”); (fB) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing DocumentationPetroken, in each case, in form and substance reasonably satisfactory to for the fiscal quarters ended June 30, 2016. (d) The Lender shall have received an acceptance letter regarding the Borrower’s appointment of the Process Agent, ▇▇▇▇ executed and delivered by the Administrative Agent and the Lenders; Process Agent. (he) the payment of all All fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Administrative Agent and the Lenders on or before the Restructuring Effective Closing Date, in each case to the extent invoiced at least one business day (1) Business Day prior to the Restructuring Closing Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered paid. (f) The Lender shall have received such documentation and reviewed other information about the Borrower required under applicable client onboarding procedures or “know your customer” or anti-money laundering rules and regulations, including the USA PATRIOT Act, as has been reasonably requested in writing at least 10 days prior to the satisfaction Closing Date. (g) The Borrower shall be in compliance with all applicable Laws, requirements and Governmental Approvals in respect of the Administrative Agent; launching of the Tender Offer, provided that, for the avoidance of doubt, the condition in this clause (jg) receipt shall not mean that the CNV has already authorized the Tender Offer. (h) During the period commencing on the date of the Borrower’s offer letter with respect to this Agreement and ending on the date of acceptance of such offer by the Administrative Agent of evidence of insurance in accordance with Lender (the Financing Documentation; “Offer Period”), the Borrower shall not have taken (k) and, to the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materialityextent applicable, shall be true and correct not have caused or permitted its Subsidiaries to take), any action that, had this Agreement been in all respects; and (l) effect during the absence Offer Period, would have caused or resulted in a Default or an Event of any default or event of default Default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit this Agreement.

Conditions Precedent to Closing Date. Consistent with the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to The Closing Date shall be deemed to have occurred when the following conditions precedent shall have occurred and the Agent shall have received on or before such date the following, each dated (unless otherwise indicated) the Closing Date and, with respect to: to all such documents referred to in Section 8.1(a), Section 8.1(c), Section 8.1(d), Section 8.1(e), Section 8.1(f), Section 8.1(g), Section 8.1(h) and Section 8.1(i) in sufficient copies for each Bank: (a) minimum Liquidity A counterpart of this Agreement (to which shall include cash all of the Exhibits and cash equivalents Schedules have been attached) executed by the Borrowers, the Agent, the Floor Plan Agent, the Swing Line Bank and any amounts held in the Post- Restructuring Cash Collateral AccountBanks. (1) on Notes of the Restructuring Effective Date Borrowers dated the Closing Date, properly executed by the Borrowers to the order of no less than $300,000,000; the Banks, respectively. (ii) The Swing Line Note, dated the Closing Date, properly executed by the Floor Plan Borrowers to the order of the Swing Line Bank. (b) Counterparts of each of the execution following: (i) a Security Agreement in the form set forth in Exhibit G; (ii) a Pledge Agreement in the form set forth in Exhibit E; (iii) Mortgages in the form set forth in Exhibit D, with respect to each parcel or tract of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on required by the Mortgaged PropertiesAgent to be encumbered by a Lien in favor of the Agent for the benefit of the Banks; (iv) Leasehold Mortgage in the form set forth in Exhibit I, covering the same property referenced in 8.1(c)(iii); (v) Landlord Estoppel Agreements in the form set forth in Exhibit J, with respect to all real property leased by any of the Borrowers; (vi) First Lienholder Estoppel Agreements in the form set forth in Exhibit K, with respect to all real property subject to Non-Recourse Real Estate Debt; and (vii) Any other necessary Security Documents in the form satisfactory to the Agent and its Counsel; each of which, if required by this Agreement, shall be duly executed by the parties thereto. (c) delivery The Banks shall have received from each Borrower, a certificate dated as of account control agreements in form the Closing Date (i) a copy of the certificate of incorporation of the Company and substance reasonably satisfactory each of its Subsidiaries, and a certificate as to the Administrative Agent with respect to good standing of and charter documents filed by the deposit, securities Company and other accounts each of its Subsidiaries from such Secretary of State; (ii) a copy of the Credit Parties (subject certificate of authority to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions do business as a foreign corporation in each state in which the oil Company or such Subsidiary maintains activities which require such certification, certified by the Secretary of State of such state and gas properties a certificate as to the good standing of the Credit Parties Company and/or each such Subsidiary from the Comptroller or other official state official responsible for the delivery of such certification; (iii) a certificate of the Secretary or an Assistant Secretary of the Company and each of its Subsidiaries, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of its articles and bylaws as in effect on the date of such certificate,(B) that attached thereto is a true and complete copy of resolutions or unanimous consent duly adopted by its Board of Directors authorizing the execution, delivery and performance of the Agreement, Notes, the Swing Line Note and/or Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are locatedin full force and effect, taking into account and (C) as to the sizeincumbency and specimen signature of each officer of each Borrower executing this Agreement, scope the Notes, the Swing Line Note, any of the Loan Documents or any other document delivered in connection herewith or therewith; (iii) a certificate of another officer of each Borrower, which is a party to this Agreement, the Notes, the Swing Line Note and/or any of the Loan Documents as to the incumbency and number specimen signature of leases the Secretary or such Assistant Secretary of such Person; and (iv) such other documents as Jack▇▇▇ ▇▇▇▇▇▇ ▇.▇.P., special counsel for the Agent, may reasonably request. (d) A certificate of a Senior Vice President, an Executive Vice President or a Vice President of each Borrower dated the Closing Date certifying (i) the truth of the Credit Partiesrepresentations and warranties made by such Borrower in this Agreement, such that and (ii) the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% absence of the total PV-9 Pricing occurrence and continuance of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; any Default or Event of Default. (e) The Agent shall have received the receipt Agent's Letter duly executed by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); Company. (f) The Floor Plan Agent shall have received the occurrence of Floor Plan Agent's Letter duly executed by the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; Company. (g) The opinion of counsel to the preparation, authorization Borrowers and execution any Subsidiary which signs any of the Financing DocumentationLoan Documents, in each casedated the initial Borrowing Date, in form and substance reasonably satisfactory addressed to the Borrower, the Administrative Agent and the Lenders; Banks and in the form of Exhibit L hereto. (h) An Administrative Questionnaire completed by each Bank and, if required, the payment of all tax forms set forth in Section 5.14. (i) The fees and expenses (including reasonable and documented fees and expenses of counsel) disbursements required to be paid to by Section 13.4 on the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which Closing Date shall have been delivered and reviewed to the satisfaction of the Administrative Agent; paid. (j) receipt by The Company shall have filed its S-1 in substantial compliance with all rules and regulations of the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations Securities and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementExchange Commission.

Conditions Precedent to Closing Date. Consistent with Agent and Buyers shall not be obligated to enter into the Existing Credit Agreement Transaction or purchase the Asset until the following conditions have been satisfied or waived by Agent, on and shall include, for as of the avoidance of doubt, Conditions Precedent to Closing Date with respect to: and the initial Purchase Date: (a) minimum Liquidity Agent has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller, (iii) certificates of the secretary or an assistant secretary of Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller executing the Repurchase Documents to which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements it is a party, evidencing the granting authority of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements in form and substance reasonably satisfactory to the Administrative Agent Seller with respect to the depositexecution, securities delivery and other accounts of the Credit Parties performance thereof, (subject iv) a Closing Certificate, (v) intentionally omitted, (vi) such customary opinions from counsel to customary exceptions to be mutually agreed) or movement of depositSeller as Agent may require, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title including with respect to at least 70% corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Asset and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and, if applicable, true sale (limited to transfers of the total PV-9 Pricing Purchased Asset between Seller and any of the Proved Reserves attributable to the Mortgaged Propertiesits Affiliates, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent but not with respect to transfers of the PlanPurchased Asset from Seller to Agent and each Buyer), which confirmation order shall not and the applicability of Bankruptcy Code safe harbors, and (vii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may require; (i) UCC financing statements have been vacatedfiled against Seller in all filing offices required by Agent, reversed(ii) Agent has received such searches of UCC filings, modifiedtax liens, amended or stayed; judgments, pending litigation and other matters relating to Seller and the Purchased Asset as Agent may require, and (giii) the preparation, authorization and execution results of the Financing Documentation, in each case, in form and substance reasonably such searches are satisfactory to the Borrower, the Administrative Agent; and (c) Agent and the Lenders; (h) the has received payment from Seller of all fees and expenses (including reasonable then payable under the Fee and documented fees and expenses of counsel) required to be paid to the Administrative Agent Pricing Letter and the Lenders on or before the Restructuring Effective Dateother Repurchase Documents, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt as contemplated by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit AgreementSection 13.02.

Conditions Precedent to Closing Date. Consistent This Agreement shall become effective as of the Business Day of and, subject to, the satisfaction, or waiver by the Required Lenders in accordance with this Agreement of the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: following conditions: (a) minimum Liquidity (The Administrative Agent shall have received the following, each of which shall include cash and cash equivalents and any amounts held be originals or facsimiles (followed promptly by originals) unless otherwise specified, each, if applicable, properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the Post- Restructuring Cash Collateral Accountcase of certificates of government officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement (including the Exhibits and Schedules thereto) and each other Loan Document; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed; (v) a certificate signed by a Responsible Officer of the Borrower on behalf of the Restructuring Effective Date Borrower certifying(A) that the conditions specified in Sections 4.02(f) and 4.02(g) have been satisfied and (B) that there has been no Material Adverse Effect since the Petition Date; (vi) a customary opinion of no less than $300,000,000; counsel to the Loan Parties. (b) The Chapter 11 Cases shall have been commenced in the execution Bankruptcy Court and all of mortgages and/or mortgage amendments the First and Second Day Orders and all related pleadings to be entered at the time of commencement of the Chapter 11 Cases or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements shortly thereafter shall be in form and substance consistent with the Budget in all material respects and otherwise reasonably satisfactory to the Administrative Agent with respect to the deposit, securities and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacated, reversed, modified, amended or stayed; (g) the preparation, authorization and execution of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent and the Required Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreement.

Conditions Precedent to Closing Date. Consistent with Subject to Section 5.14, the Existing Credit effectiveness of this Agreement and shall include, for the avoidance occurrence of doubt, Conditions Precedent to the Closing Date is subject to the satisfaction (or waiver in accordance with respect to: Section 11.5 hereof) of the following conditions: (a) minimum Liquidity Agent’s and the Lenders’ receipt of (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (bi) the execution of mortgages and/or mortgage amendments or supplements evidencing Loan Documents (including, to the granting of first-priority perfected real property mortgages on extent requested by a Lender at least two (2) Business Days prior to the Mortgaged Properties; (cClosing Date, a Term Loan Note, executed by B▇▇▇▇▇▇▇) delivery of account control agreements executed and delivered by each applicable Credit Party and Lender, which Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent with respect Blackstone Representative, the Disclosure Letter, and each other schedule to such Loan Documents (the deposit, securities Disclosure Letter and such other accounts of the Credit Parties (subject to customary exceptions schedules to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Blackstone Representative) and (ii) the Collateral Documents dated as of the Closing Date, executed in escrow by each of the applicable Credit Parties and Agent, to the extent applicable, and circulated but not released, which Collateral Documents shall be in form and substance reasonably satisfactory to Agent and the Blackstone Representative; (b) Agent’s and the Lenders’ receipt of (i) true, correct and complete copies of the Operating Documents of each of the Credit Parties, and (ii) a Secretary’s Certificate with respect to each Credit Party dated the Closing Date, certifying (x) that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Blackstone Representative), (y) that the Borrowing Resolutions with respect to the PlanLoan Documents are in full force and effect, which confirmation order shall true, correct, complete and have not have been vacatedaltered as of the Closing Date (such Borrowing Resolutions to be in form and substance reasonably satisfactory to the Blackstone Representative) , reversed, modified, amended or stayed; and (gz) the preparation, authorization and execution specimen signatures of the Financing Documentation, in each caseofficers of the Credit Parties authorized to execute and deliver the Loan Documents which specimens are to be attached to the Secretary’s Certificate; (c) Agent’s and the Lenders’ receipt of the Perfection Certificate for Borrower and the other Credit Parties, in form and substance reasonably satisfactory to the BorrowerBlackstone Representative; (d) copies of the appropriate UCC financing statement forms and U.S. intellectual property filing documents, as applicable, with respect to the Administrative Agent Collateral of the Credit Parties, in each case, for filing with the appropriate entity on or promptly after the Closing Date; |US-DOCS\161907737.16|| (e) Agent’s and the Lenders; ’ receipt of a good standing certificate for each Credit Party, certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such Credit Party as of a date no earlier than thirty (30) days prior to the Closing Date; (f) the Lenders shall be satisfied with lien searches regarding the Credit Parties made as of a date reasonably close to the Closing Date; (g) Agent’s receipt of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Credit Party that are required to be pledged and so delivered under the Security Agreement, together with stock powers or assignments, as applicable, properly endorsed for transfer to Agent or duly executed in blank, in each case in form reasonably satisfactory to Agent, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), an executed uncertificated stock control agreement among the issuer, the registered owner and Agent substantially in the form attached as an Annex to the Security Agreement; (h) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Blackstone Representative; (i) Agent’s and the Lenders’ receipt of a legal opinion of C▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Blackstone Representative; (j) Agent’s and the Lenders’ receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect, and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of Agent in accordance with Section 5.4; (k) Agent’s and the Lenders’ receipt of all documentation and other information required by bank regulatory authorities under applicable “know‑your‑customer” and anti‑money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”), to the extent requested, at least five (5) Business Days before the Closing Date; (l) Agent’s and the Lenders’ receipt of the Agent Fee Letter and Blackstone Representative’s receipt of the Lender Fee Letter, and payment of all fees Lender and expenses Agent Expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day (1) Business Day prior to the Restructuring Closing Date; ) and other fees then due as specified in Sections 2.4, 2.7 and 11.2 hereof; (m) Agent’s and the Lenders’ receipt of a certificate, dated the Closing Date and signed by a Responsible Officer of B▇▇▇▇▇▇▇, confirming (i) receipt there is no Adverse Proceeding pending or, to the Knowledge of the Credit Parties, threatened, that (x) contests the transactions contemplated by the Administrative Agent Loan Documents or (y) individually or in the aggregate could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (A) such certificate to be in form and substance reasonably satisfactory opinions of counsel to the Blackstone Representative), and (ii) that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; |US-DOCS\161907737.16|| (n) the Guarantors, addressing Blackstone Representative’s receipt on or prior to the Closing Date of copies of each Material Contract identified as such matters as in the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability Perfection Certificate; (o) [Reserved]; (p) [Reserved]; (q) the Blackstone Representative’s receipt on or prior to the Closing Date of all Financing Documentation, compliance with laws and regulations the Intercompany Subordination Agreement; and (r) Agent’s and the perfection L▇▇▇▇▇’s receipt on or prior to the Closing Date of all security interests purported to be granted the (x) Payment / Advance Form and (By) customary corporate records, documents from public officials and officers’ certificatesFunding Direction Letter, in each casecase in form and substance satisfactory to the Blackstone Representative. For purposes of determining compliance with the conditions specified in Section 3.1 on the Closing Date, which each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have been delivered and reviewed received written notice from such Lender prior to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementproposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. Consistent with The occurrence of the Existing Credit Agreement and shall include, for the avoidance of doubt, Conditions Precedent to Closing Date with respect to: is subject to satisfaction of the following conditions precedent: (a) minimum Liquidity (which shall include cash The Administrative Agent’s receipt of the following unless otherwise specified, each properly executed by the relevant parties, and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (b) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) Notes executed by Borrower in favor of each Lender requesting Notes; (iii) the Collateral Agent Agreement; (iv) the Landco Guaranty; (v) the Deed of Trust; (vi) the Subsidiary Guaranty; (vii) Borrower Security Agreement, the Landco Security Agreement and the Subsidiary Security Agreement; (viii) evidence that Borrower shall have established the Funded Interest Account; (ix) an appraisal of the Property (exclusive of the ▇▇▇▇▇▇) complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989; (x) consents from MGM Resorts and Infinity World in respect of the Loan Documents to which it is a party; (xi) the MGM Resorts Operational Entities Subordination Agreement; (xii) Control Agreements in respect of the Funded Interest Account and each of the accounts described on Schedule 5.23 (other than “cage cash,” international marketing, payroll and zero balance accounts); (xiii) a certificate of a Responsible Official attaching the Draft Offering Memo; (xiv) such additional certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Transaction Documents to which such Loan Party is a party; (xv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (xvi) evidence that all insurance required to be maintained pursuant to the Transaction Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Lender Secured Parties, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the deposit, securities assets and other accounts of the Credit Parties (subject to customary exceptions to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Loan Parties are located, taking into account the size, scope and number that constitutes Collateral; (xvii) intentionally omitted; (xviii) an opinion of leases and ▇▇▇▇▇▇ of Silver (special counsel to Infinity World) covering such matters as to Infinity World and the Credit Parties, such that Transaction Documents executed by Infinity World as the Administrative Agent shall be reasonably satisfied with title with respect may request, addressed to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent and each Lender; and (xix) a certificate signed by a Responsible Officer of a chapter 11 plan of reorganization substantially similar Borrower certifying (A) that the conditions specified in all respects clauses (b) and (c) have been satisfied, and (B) that there has been no event or circumstance since September 30, 2010 that has had or could be reasonably expected to the Plan described have, either individually or in the RSA aggregate, a Material Adverse Effect; (xx) title instructions in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Agent with respect to the Plan, which confirmation order shall not have been vacatedexecuted by Nevada Title Company, reversed, modified, amended or stayed; as agent for Commonwealth Title Insurance Company (gthe “Title Insurer”) irrevocably authorizing the preparation, authorization and execution recordation of the Financing Documentation, in each case, in form and substance reasonably satisfactory to the Borrower, the Administrative Agent Deed of Trust and the Lenders; (h) Circus Deeds of Trust on the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, with irrevocable commitments to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt issue title insurance endorsements that are requested by the Administrative Agent of in its sole discretion (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery a date down and enforceability modification endorsement) to the policies issued in respect of all Financing Documentation, compliance with laws and regulations the Deed of Trust and the perfection Circus Deeds of all security interests purported Trust, comparable in form and substance to be granted and (B) customary corporate records, documents from public officials and officers’ certificates, in each case, which shall have been delivered and reviewed existing coverage or otherwise acceptable to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent in its sole discretion and, (a) as to the endorsement to the policy issued in respect of evidence the Deed of insurance Trust, providing mechanics’ lien coverage substantially similar to such policy’s existing mechanics’ lien coverage and (b) as to the endorsements to the policies issued in accordance respect of the Circus Deeds of Trust containing no exceptions for mechanics’ liens; and (xxi) Borrower shall have irrevocably authorized the Administrative Agent to apply proceeds of the First Lien Notes in an amount which, when added to the Sponsor Equity Contributions, is sufficient to fund the Interest Escrow Account with an amount equal to the Financing Documentation; first eighteen months of the estimated interest on the First Lien Obligations and to apply the remaining proceeds of the First Lien Notes and the Second Lien Notes to the prepayment of Loans under the Existing Credit Agreement in the manner contemplated by Section 2.01; (kb) the accuracy in all material respects of all representations and warranties set forth of Borrower contained in the Financing Documentation (provided that Article V and in each other Transaction Document or which are contained in any such representations and warranties that are qualified as to materialitydocument furnished at any time under or in connection herewith or therewith, shall be true and correct in all respectsmaterial respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and and (lc) no Default shall exist, or would result from the absence occurrence of any default or event the Closing Date. Without limiting the generality of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the Existing Credit Agreementconditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from that Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. Consistent with Subject to Section 5.14, the Existing Credit effectiveness of this Agreement and shall include, for the avoidance occurrence of doubt, Conditions Precedent to the Closing Date is subject to the satisfaction (or waiver in accordance with respect to: Section 11.5 hereof) of the following conditions: (a) minimum Liquidity Agent’s and the Lenders’ receipt of (which shall include cash and cash equivalents and any amounts held in the Post- Restructuring Cash Collateral Account) on the Restructuring Effective Date of no less than $300,000,000; (bi) the execution of mortgages and/or mortgage amendments or supplements evidencing Loan Documents (including, to the granting of first-priority perfected real property mortgages on extent requested by a Lender at least two (2) Business Days prior to the Mortgaged Properties; (cClosing Date, a Term Loan Note, executed by ▇▇▇▇▇▇▇▇) delivery of account control agreements executed and delivered by each applicable Credit Party and Lender, which Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent with respect Blackstone Representative, the Disclosure Letter, and each other schedule to such Loan Documents (the deposit, securities Disclosure Letter and such other accounts of the Credit Parties (subject to customary exceptions schedules to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Blackstone Representative) and (ii) the Collateral Documents dated as of the Closing Date, executed in escrow by each of the applicable Credit Parties and Agent, to the extent applicable, and circulated but not released, which Collateral Documents shall be in form and substance reasonably satisfactory to Agent and the Blackstone Representative; (b) Agent’s and the Lenders’ receipt of (i) true, correct and complete copies of the Operating Documents of each of the Credit Parties, and (ii) a Secretary’s Certificate with respect to each Credit Party dated the Closing Date, certifying (x) that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to the Blackstone Representative), (y) that the Borrowing Resolutions with respect to the PlanLoan Documents are in full force and effect, which confirmation order shall true, correct, complete and have not have been vacatedaltered as of the Closing Date (such Borrowing Resolutions to be in form and substance reasonably satisfactory to the Blackstone Representative) , reversed, modified, amended or stayed; and (gz) the preparation, authorization and execution specimen signatures of the Financing Documentation, in each caseofficers of the Credit Parties authorized to execute and deliver the Loan Documents which specimens are to be attached to the Secretary’s Certificate; (c) Agent’s and the Lenders’ receipt of the Perfection Certificate for Borrower and the other Credit Parties, in form and substance reasonably satisfactory to the BorrowerBlackstone Representative; (d) copies of the appropriate UCC financing statement forms and U.S. intellectual property filing documents, as applicable, with respect to the Administrative Agent Collateral of the Credit Parties, in each case, for filing with the appropriate entity on or promptly after the Closing Date; (e) Agent’s and the Lenders; ’ receipt of a good standing certificate for each Credit Party, certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such Credit Party as of a date no earlier than thirty (30) days prior to the Closing Date; (f) the Lenders shall be satisfied with lien searches regarding the Credit Parties made as of a date reasonably close to the Closing Date; (g) Agent’s receipt of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the issued and outstanding capital securities owned by each Credit Party that are required to be pledged and so delivered under the Security Agreement, together with stock powers or assignments, as applicable, properly endorsed for transfer to Agent or duly executed in blank, in each case in form reasonably satisfactory to Agent, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), an executed uncertificated stock control agreement among the issuer, the registered owner and Agent substantially in the form attached as an Annex to the Security Agreement; (h) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Blackstone Representative; (i) Agent’s and the Lenders’ receipt of a legal opinion of ▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Blackstone Representative; (j) Agent’s and the Lenders’ receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect, and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of Agent in accordance with Section 5.4; (k) Agent’s and the Lenders’ receipt of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), to the extent requested, at least five (5) Business Days before the Closing Date; (l) Agent’s and the Lenders’ receipt of the Agent Fee Letter and Blackstone Representative’s receipt of the Lender Fee Letter, and payment of all fees Lender and expenses Agent Expenses (including reasonable and documented fees and expenses of counsel) required to be paid to the Administrative Agent and the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day (1) Business Day prior to the Restructuring Closing Date; ) and other fees then due as specified in Sections 2.4, 2.7 and 11.2 hereof; (m) Agent’s and the Lenders’ receipt of a certificate, dated the Closing Date and signed by a Responsible Officer of ▇▇▇▇▇▇▇▇, confirming (i) receipt there is no Adverse Proceeding pending or, to the Knowledge of the Credit Parties, threatened, that (x) contests the transactions contemplated by the Administrative Agent Loan Documents or (y) individually or in the aggregate could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (A) such certificate to be in form and substance reasonably satisfactory opinions of counsel to the Blackstone Representative), and (ii) that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (n) the Guarantors, addressing Blackstone Representative’s receipt on or prior to the Closing Date of copies of each Material Contract identified as such matters as in the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability Perfection Certificate; (o) [Reserved]; (p) [Reserved]; (q) the Blackstone Representative’s receipt on or prior to the Closing Date of all Financing Documentation, compliance with laws and regulations the Intercompany Subordination Agreement; and (r) Agent’s and the perfection ▇▇▇▇▇▇’s receipt on or prior to the Closing Date of all security interests purported to be granted the (x) Payment / Advance Form and (By) customary corporate records, documents from public officials and officers’ certificatesFunding Direction Letter, in each casecase in form and substance satisfactory to the Blackstone Representative. For purposes of determining compliance with the conditions specified in Section 3.1 on the Closing Date, which each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have been delivered and reviewed received written notice from such Lender prior to the satisfaction of the Administrative Agent; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; (k) the accuracy in all material respects of all representations and warranties set forth in the Financing Documentation (provided that any such representations and warranties that are qualified as to materiality, shall be true and correct in all respects; and (l) the absence of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent with the Existing Credit Agreementproposed Closing Date specifying its objection thereto.

Conditions Precedent to Closing Date. Consistent with the Existing Credit The effectiveness of this Agreement and shall include, for the avoidance occurrence of doubt, Conditions Precedent to the Closing Date is subject to the satisfaction (or waiver in accordance with respect to: Section 11.5 hereof; provided, that the Agent (acting at the direction of the Blackstone Representative may, in its sole discretion, agree to allow the satisfaction of any such conditions within a reasonable period of time after the Closing Date) of the following conditions: (a) minimum Liquidity the Agent’s and the Lenders’ receipt of (which shall include cash and cash equivalents i) the Loan Documents (including, to the extent requested by a Lender, a Term Loan Note, executed by Borrower, but excluding the Collateral Documents and any amounts held Loan Document described in Schedule 5.14 of the Post- Restructuring Cash Collateral Account) Disclosure Letter as in effect on the Restructuring Effective Closing Date of no less than $300,000,000; (bto be delivered after the Closing Date) the execution of mortgages and/or mortgage amendments or supplements evidencing the granting of first-priority perfected real property mortgages on the Mortgaged Properties; (c) delivery of account control agreements executed and delivered by each applicable Credit Party and Lender, which Loan Documents shall be in form and substance reasonably satisfactory to the Administrative Agent with respect Blackstone Representative, the Disclosure Letter, and each other schedule to such Loan Documents (the deposit, securities Disclosure Letter and such other accounts of the Credit Parties (subject to customary exceptions schedules to be mutually agreed) or movement of deposit, securities and other accounts to the Administrative Agent’s institution; (d) receipt by the Administrative Agent of title and environmental information consistent with usual and customary standards for reserve-based credit facilities and the geographic regions in which the oil and gas properties of the Credit Parties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Credit Parties, such that the Administrative Agent shall be reasonably satisfied with title with respect to at least 70% of the total PV-9 Pricing of the Proved Reserves attributable to the Mortgaged Properties, subject to customary exceptions to be agreed; (e) the receipt by the Administrative Agent of a chapter 11 plan of reorganization substantially similar in all respects to the Plan described in the RSA in form and substance reasonably satisfactory to it (the “Plan”); (f) the occurrence of the “Plan Effective Date” and the entry of a confirmation order in form and substance reasonably satisfactory to the Administrative Blackstone Representative) and (ii) the Collateral Documents (excluding any Loan Documents described in Schedule 5.14 of the Disclosure Letter as in effect on the Closing Date) dated as of the Funding Date, executed in escrow by each of the applicable Loan Parties and the Agent, to the extent applicable, and circulated but not released, which Collateral Documents shall be in form and substance reasonably satisfactory to the Agent and the Blackstone Representative; (b) the Agent’s and the Lenders’ receipt of (i) true, correct and complete copies of the Operating Documents of each of the U.S. Credit Parties, and (ii) a Secretary’s Certificate with respect to each U.S. Credit Party dated the PlanClosing Date, which confirmation order shall not have been vacatedcertifying that the foregoing copies are true, reversed, modified, amended or stayed; correct and complete (gsuch Secretary’s Certificate to be in form and substance reasonably satisfactory to the Blackstone Representative); (c) the preparation, authorization Agent’s and execution the Lenders’ receipt of the Financing Documentation, in each casePerfection Certificate for Borrower and the other Credit Parties, in form and substance reasonably satisfactory to the BorrowerBlackstone Representative (d) copies of the appropriate UCC financing statement forms and U.S. intellectual property filing documents, the Administrative Agent and the Lenders; (h) the payment of all fees and expenses (including reasonable and documented fees and expenses of counsel) required to be paid as applicable, with respect to the Administrative Agent and Collateral of the Lenders on or before the Restructuring Effective Date, to the extent invoiced at least one business day prior to the Restructuring Date; (i) receipt by the Administrative Agent of (A) satisfactory opinions of counsel to the Borrower and the Guarantors, addressing such matters as the Administrative Agent shall reasonably request, including, without limitation, due authorization, execution, delivery and enforceability of all Financing Documentation, compliance with laws and regulations and the perfection of all security interests purported to be granted and (B) customary corporate records, documents from public officials and officers’ certificatesU.S. Credit Parties, in each case, which shall have been delivered for filing with the appropriate entity on or promptly after the Funding Date; (e) the Agent’s and reviewed the Lenders’ receipt of a good standing certificate for each U.S. Credit Party, certified by the Secretary of State (or the equivalent thereof) of the jurisdiction of incorporation or formation of such U.S. Credit Party as of a date no earlier than thirty (30) days prior to the satisfaction Closing Date; (f) the Agent’s and the Lenders’ receipt of a Secretary’s Certificate with completed Borrowing Resolutions with respect to the Loan Documents and the Term Loan for each U.S. Credit Party, in form and substance reasonably satisfactory to the Blackstone Representative; (g) the Agent’s and the Lenders’ receipt of (i) the resolutions of the Administrative Agent; board of directors for each U.K. Credit Party or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which it is a party and (ii) the resolutions of the sole member of each U.K. Credit Party approving and authorizing the execution, delivery and performance of each Loan document to which it is a party and amending the articles of association of each U.K. Credit Party (as applicable); (h) [Reserved]; (i) [Reserved]; (j) receipt by the Administrative Agent of evidence of insurance in accordance with the Financing Documentation; [Reserved]; (k) [Reserved]; (l) the accuracy Blackstone Representative shall have received the Securities Purchase Agreement; (m) the Agent’s and the Lenders’ receipt of duly executed notices of assignment or charge (as applicable) required to be sent pursuant to the English Debenture, to be held in escrow; (n) each Credit Party shall have obtained all Governmental Approvals and all consents of other Persons, if any, in each case that are necessary in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Blackstone Representative; (o) the Agent’s and the Lenders’ receipt of legal opinions of T▇▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLC and Holland & Knight LLP, in each case in form and substance reasonably satisfactory to the Blackstone Representative; (p) the Agent’s and the Lenders’ receipt of (i) evidence that the products liability and general liability insurance policies maintained regarding any Collateral are in full force and effect and (ii) appropriate evidence showing loss payable or additional insured clauses or endorsements in favor of the Agent (such evidence to be in form and substance reasonably satisfactory to the Blackstone Representative); (q) the Agent’s and the Lenders’ receipt of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”); (r) the Agent’s and the Lenders’ receipt of the Agent Fee Letter and Blackstone Representative’s receipt of the Lender Fee Letter, and payment of Lender and Agent Expenses and other fees then due as specified in Sections 2.4 and 2.7 hereof; (s) the Agent’s and the Lenders’ receipt of a certificate, dated the Closing Date and signed by a Responsible Officer of B▇▇▇▇▇▇▇, confirming (i) there is no Adverse Proceeding pending or, to the Knowledge of the Credit Parties, threatened, that, (x) contests the transactions contemplated by the Loan Documents or (y) individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter (such certificate to be in form and substance reasonably satisfactory to the Blackstone Representative), and (ii) that Borrower and its Subsidiaries, on a consolidated basis, are Solvent; (t) the Blackstone Representative’s receipt on or prior to the Closing Date of copies of each Material Contract identified as such in the Perfection Certificate; (u) the Blackstone Representative shall have received customary payoff letters and lien release documents in form and substance reasonably satisfactory to the Blackstone Representative relating to all such Existing Indebtedness, which payoff documentation and releases will become effective pursuant to their terms; (v) Borrower shall have obtained FDA approval of the Biologics License Application (BLA) for AT-GAA (ATB200/AT2221) and the New Drug Application for miglustat and the Agent Agent’s receipt of true, correct and complete copies of the FDA approval letters; (w) the Blackstone Representative’s receipt on or prior to the Closing Date of the Intercompany Subordination Agreement; (x) the representations and warranties made by the Credit Parties in Section 4 of this Agreement and in the other Loan Documents are true and correct in all material respects, unless any such representation or warranty is stated to relate to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of all representations and warranties set forth in the Financing Documentation such earlier date (provided it being understood that any such representations and warranties representation or warranty that are is qualified as to “materiality, ,” “Material Adverse Change,” or similar language shall be true and correct in all respects, in each case, on the date on which the Term Loan is made (both with and without giving effect to the Term Loan) or as of such earlier date, as applicable); (y) there shall not have occurred (i) any Material Adverse Change or (ii) any Default or Event of Default; and (z) the Agent’s and the Lenders’ receipt on or prior to the Closing Date of (x) the Borrowing Notice in accordance with the terms of Section 2.2(a)(ii), and (ly) the absence Payment / Advance Form in each case in form and substance satisfactory to the Blackstone Representative. For purposes of any default or event of default under the Financing Documentation. Ongoing Conditions Precedent: Customary conditions to borrowing consistent determining compliance with the Existing Credit Agreementconditions specified in Section 3.1 on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.