Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make the initial Loan Loans and the obligation of the Issuing Bank initially to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision Loan Document and under any agreement with the Administrative Agent or Banc of a Loan DocumentAmerica Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of a Responsible Officer the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylawsbylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvi) a favorable written opinion of di Santo Law▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible OfficerOfficer certifying (A) that since March 31, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default 2007 there has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (viix) a duly executed Notice certified copies of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and or filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, Party in connection with the execution, delivery, performance, validity Loans and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing DateLoans; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiariespayoff letters, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xvxi) trueUCC, accurate judgment and complete tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all Material Agreementsfinancing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xvixii) certificates a certificate of insurance, in form and detail acceptable to the Administrative Agentinsurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the such Loan PartiesParty, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on under all liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agentinsurance; (xviixiii) to the extent reasonably requested by the Administrative Agentduly executed Notices of Borrowing, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)if applicable; and (xxxiv) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoduly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):9.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentCredit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, (B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secretary of the Closing DateBorrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (iiiiv) certified copies of the articles or certificate of incorporation, certificate incorporation of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent datethe Borrower; (ivv) a favorable written opinion of di Santo Law, inside or outside counsel to the Loan PartiesBorrower, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Responsible Financial Officer, certifying that after giving effect to the funding of any initial Borrowing, (xA) no Default or Event of Default has occurred and is continuingexists, (yB) all representations and warranties of each Loan Party the Borrower set forth in the Loan Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zC) since the date of the financial statements of the Borrower described in Section 4.4September 30, 2020, there shall have been no material adverse change which has had in the business, condition (financial or could reasonably be expected to have otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a Material Adverse Effectwhole; (vivii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing for any initial Borrowing; (vii) and a certificate dated duly executed funds disbursement agreement, together with a report setting forth the Closing Date sources and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as uses of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredhereof; (viii) [Reserved.]; (ix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30fiscal quarter ending on December 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended fiscal year ending September 30, 2016; 2020 (it being agreed that this clause (ix) a certificate, dated the Closing Date and signed is satisfied by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before Borrower’s filings with the Securities and after giving effect Exchange Commission prior to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date;date hereof); and (x) such other documents, certificates or information as the Guaranty Joint Lead Arrangers may reasonably request, all in form and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect substance reasonably satisfactory to the perfection of Joint Lead Arrangers. (c) To the Liens granted under the Guaranty and Security Agreement, as extent requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing writing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the extent requested by any Lender or the Administrative AgentClosing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act;Act (as defined below). (xixd) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and At least five (xx5) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender days prior to the proposed Closing Date specifying its objection theretoDate, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders to make Effective Date when and if Administrative Agent has received the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):following: (a) The this Amendment, duly executed by Borrower, each Guarantor and Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document.Agent; (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the if requested by Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) , a certificate of a Responsible Officer of each Loan Party dated as Officer, certifying the names and true signatures of the Closing Dateofficers of Borrower authorized to execute and deliver this Amendment; (i) if requested by Administrative Agent, attaching for Borrower and certifying each Guarantor that is not a partnership, copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board the Board of directors Managers or other equivalent governing bodyBoard of Directors of Borrower or such Guarantor, or comparable organizational documents approving and authorizations, authorizing the execution, delivery and performance by Borrower or such Guarantor of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents this Amendment and the transactions contemplated therein as the Administrative Agent hereby, certified by a Responsible Officer of Borrower or the Required Lenders shall reasonably request such Guarantor; and (which opinions will expressly permit reliance by permitted successors ii) for each Guarantor that is a partnership, evidence of approval and assigns authorization of the execution, delivery and performance by such Guarantor of this Amendment and the transactions contemplated hereby, accompanied by a certificate from the general partner or other appropriate managing partner; (d) if requested by Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by of a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, Officer (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers general partner or other appropriate instruments managing partner, as applicable) of transfer executed in blank each Guarantor, certifying the names and (D) acknowledgements with respect to pledged equity interests other than stock true signatures of a corporation, duly executed by the issuer officers of such equity interests Guarantor authorized to execute and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)deliver this Amendment; and (xxe) such other assurances, certificates, Loan Documents, other documents, certificates or information consents and opinions as the Administrative Agent or the Required Lenders shall have may reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequire.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans hereunder and the obligation of the Issuing Bank to issue the any initial Letters Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or BAS, as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the duly executed Notes payable to such Lender; (iii) the duly executed Subsidiary Guaranty Agreement; (iv) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation or formation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (ivvi) a favorable written opinion of di Santo LawHunton & ▇▇▇▇▇▇▇▇, LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCScarlett May, special Texas counsel to the Loan Parties, each dated as General Counsel of the Closing Date Borrower (in the form of Exhibit 3.1(b)(vi)), addressed to the Administrative Agent, the Issuing Bank Agent and each of the CHAR1\935816v6 Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party conditions set forth in the Loan Documents are true and correct in all material respects paragraphs (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofa) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zb) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect3.2; (viviii) a duly executed Notice Notices of Borrowing for any initial Borrowing, if applicable; (viiix) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2)the Existing Credit Agreement has been terminated and all interest, covering at least ninety percent (90%) of fees and principal accrued thereunder through the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may Closing Date will be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated paid in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in full from the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities Revolving Loans under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)this Agreement; and (xxxi) such all other documents, certificates or documents and information as the Administrative Agent or the Required Lenders shall have reasonably requestedrequests. Without limiting the generality of the provisions of this SectionSection 9.4, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrowers hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of duly executed Revolving Credit and Term Notes payable to such Lenders; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party dated Party, such that, as of the Closing Date, the Loan Parties (i) include all Material Domestic Subsidiaries and (ii) meet the Aggregate Subsidiary Threshold; (iv) the Equity Pledge Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting a Lien on (a) 100% of the Capital Stock owned by the respective pledgor in such Domestic Subsidiaries and (b) 65% (in the aggregate) of the Capital Stock owned by the respective pledgor in such Foreign Subsidiaries, in each case necessary to, as of the Closing Date, (i) include a pledge of 100% of the Capital Stock of each Material Domestic Subsidiary (other than the Capital Stock of any Domestic Subsidiary owned directly by a Foreign Subsidiary on the Closing Date) and 65% of the Capital Stock of each first tier Material Foreign Subsidiary and (ii) meet the Aggregate Equity Pledge Threshold; (v) the Security Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting certain Liens; (vi) each of the other applicable Loan Documents, in each case duly executed by the applicable Loan Parties; (vii) a payoff letter, duly executed by each of Ableco and ▇▇▇▇▇ Fargo in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(viii), attaching and certifying copies of its bylawsbylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiix) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivx) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC▇▇▇▇▇▇▇ LLP, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vxi) a certificate certificates in the form of Exhibit 3.1(b)(xi), dated the Closing Date and signed by a Responsible OfficerOfficer of each Borrower, certifying that after giving effect to the funding of the Term Loan and any initial BorrowingRevolving Loan, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower Borrowers described in Section 4.4, there shall have been no change which has had or could would reasonably be expected to have a Material Adverse Effect; (vixii) a duly executed Notice of Term Loan Borrowing for any initial and Notice of Revolving Borrowing; (viixiii) a certificate dated the Closing Date and signed by a Responsible Officer, duly executed Funds Disbursement Letter; (Axiv) certifying that (1) certified copies of all material consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiixv) copies of (A) the internally prepared quarterly financial statements a duly completed and executed Borrowing Base Certificate dated as of the Borrower Closing Date reflecting Excess Availability of not less than $5,000,000 as of the Closing Date (after giving effect to any Revolving Borrowings to be made on the Closing Date), measured pursuant to the Eligible Accounts Receivable of the Borrowers certified by Borrowers’ Agent in such Borrowing Base Certificate as existing as of December 31, 2009, and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form including such supporting information and substance reasonably acceptable to calculations as the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and deems to be satisfactory in its Subsidiaries for the Fiscal Year ended September 30, 2016sole discretion; (ixxvi) a certificatecertificates, dated the Closing Date and signed by the chief financial officer a Responsible Officer of each Loan PartyBorrower, confirming that (i) each Borrower and (ii) the Loan Party is Parties on a consolidated basis, are, in each case, Solvent before and after giving effect to the funding of any the initial Borrowing Borrowings and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (Bxvii) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens agreements listed on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificatedSchedule 3.1(b)(xvii), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvixviii) certificates of insurance, in form insurance issued on behalf of insurers of the Borrowers and detail acceptable to the Administrative Agentall Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan PartiesBorrowers and all Guarantors, in each case naming the Administrative Agent as loss payee and additional insured; (xix) satisfactory third party field audit of Borrowers; (xx) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and State of organization of each Borrower and each Guarantor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers, copies of the financing statements on property file in such jurisdictions and casualty policies evidence that no Liens exist other than Permitted Encumbrances; (xxi) duly authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xxii) searches of ownership of, and Liens on, Intellectual Property of each Borrower and each Guarantor in the appropriate governmental offices; (xxiii) all instruments, stock certificates and chattel paper in the possession of any Borrower or additional insured on liability insurance policies, as the case may beany Subsidiary, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory allonges, assignments or stock powers as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xviixxiv) such duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the extent Administrative Agent’s security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Administrative Agent may require; (xxv) revised financial projections of Borrowers and their Subsidiaries, specifically including any contemplated Permitted Acquisitions that might be consummated prior to January 31, 2010; (xxvi) reports detailing the quarterly revenue for the top three customers of Borrowers for the Fiscal Quarters 9/30/07 through 6/30/09; (xxvii) completion by the Administrative Agent of diligence on the top three customers of the Borrowers; (xxviii) financial and legal diligence and copies of any existing draft or final transaction documents relating to any Permitted Acquisition that might be consummated prior to January 31, 2010; (xxix) the unaudited consolidated balance sheet of PRGX and its Subsidiaries as of September 30, 2009, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer of Borrowers’ Agent; and (xxx) balance sheets of each individual Loan Party and other diligence reasonably requested by the Administrative Agent, due diligence information satisfactory Agent in order to the Administrative Agent regarding the Borrower and complete its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters Solvency analysis of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requestedeach Loan Party. Without limiting the generality of the provisions of this SectionSection 3.1, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including, without limitation, reimbursement or payment of all reasonable and documented (in summary form) costs and expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including, with respect to the A▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ and their Affiliates only, the reasonable and documented (in summary form) fees, disbursements, and expenses of one outside counsel (and any required special or local counsel)), in each case, required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan Document, the Fee Letters, and any other agreement with the Administrative Agent or the Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a certificate of a the Secretary or Assistant Secretary (or other comparable Responsible Officer Officer) of each Loan Party dated as in substantially the form of the Closing DateExhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (A) the jurisdiction of organization of such Loan Party and (B) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of corporation where the failure to be so qualified would reasonably be expected to have a recent dateMaterial Adverse Effect; (iv) a favorable written opinion of di Santo LawDechert LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCand, special Texas if reasonably requested by Administrative Agent, customary local counsel opinions with respect to the certain Loan Parties, Parties each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (v) a certificate in substantially the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Initial Term B Loans and any initial Revolving Borrowing, (x) since December 31, 2012, there has been no Default change with respect to, or Event of Default event affecting, the Borrower and its Subsidiaries on a consolidated basis and taken as a whole which has occurred had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are Specified Representations shall be true and correct in all material respects (except other than those Specified Representations (i) that are expressly qualified by a Material Adverse Effect or other materiality, in which case such materiality qualifier Specified Representations shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only in all respects or (ii) that expressly relate to an earlier date, in which case such Specified Representations shall be true and correct in all material respect as of such specified earlier date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect); (vi) a duly executed Notice of Borrowing for any initial Borrowing, together with a report setting forth the sources and uses of the proceeds hereof; (vii) a certificate dated counterpart of the Closing Date and ABDC Intercreditor Agreement signed by a Responsible Officer, or on behalf of each party thereto; (Aviii) certifying that (1) certified copies of all material consents, approvals, authorizations, registrations and registrations, filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any material Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements Projections for the Borrower and its Subsidiaries prepared on a quarterly basis for the Fiscal Year ended September calendar year ending December 31, 2013 and annually thereafter through June 30, 2016; 2018 and (ixB) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Datestatements described in Section 4.4(a); (x) subject to the Company Certain Funds Provision, the Guaranty and Security Agreement, duly executed by the Borrower and each of its SubsidiariesDomestic Subsidiaries (including the PBM Strategic Joint Venture, but excluding any Specified Strategic Joint Venture (in each case, if formed prior to the Closing Date)), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Specified Permitted Liens and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate, duly completed and executed by the Loan Parties, (D) as necessary, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, and (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for or, in the case of any Foreign Subsidiary directly owned by a Loan Party, not more than 65% of the issued and outstanding voting Capital Stock of such Subsidiaries that are certificatedForeign Subsidiary), together with in each case, to the extent certificated prior to the Closing Date and in the actual possession of the Borrower on the Closing Date, and related stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerblank; (xi) Mortgages duly executed by each applicable Loan Party subject to Section 5.16 and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2)Company Certain Funds Provision, covering at least ninety percent (90%) of the present value of the proved Oil Account Control Agreements and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Government Receivables Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, Permitted Third Party Bank and the applicable Loan Party; (xivxii) title information setting forth evidence subject to Section 5.16 and the Company Certain Funds Provision, with respect to each leased property of satisfactory title the Loan Parties located at 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and each additional leased property where books or records are stored or located, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property; provided that if such Loan Party is unable to deliver any such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Administrative Agent shall waive the foregoing requirement in its reasonable discretion; (xiii) copies of duly executed payoff letters with respect to any existing Indebtedness for borrowed money of the Loan Parties that exists prior to the Closing Date and will be repaid on the proved Oil Closing Date, together with (A) UCC-3 or other appropriate termination statements releasing all liens of the existing lenders upon any of the personal property of the Borrower and Gas Properties its Subsidiaries and authorizations to file such UCC-3s, (B) cancellations and releases releasing all liens of Loan Parties as requested the existing lenders upon any real property owned by the Borrower and its Subsidiaries, and (C) any other releases, terminations or other documents reasonably required by the Administrative Agent representing not less to evidence the payoff of such Indebtedness (other than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing BasePermitted Surviving Debt), which shall be in form and substance satisfactory to the Administrative Agent; (xvxiv) true, accurate and complete copies of all Material Agreements; (xviA) certificates of insurance, in form and detail acceptable to the Administrative Agent, insurance describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be, together with and (B) subject to Section 5.16, a lender’s loss payable endorsement on (in the case of each of the foregoing clauses (A) and (B), other than with respect to any director and officer indemnification policies, workers’ compensation policies and any policies that provide coverage for property and casualty policies in form and substance satisfactory to the Administrative Agentthat does not constitute Collateral); (xviixv) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules laws at least five (5) Business Days prior to the Closing Date to the extent that such documentation and regulations, including information was requested by Administrative Agent at least ten (10) days prior to the USA Patriot Act;Closing Date; and (xixxvi) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower on behalf of each Loan Party, confirming that after giving effect to the execution and delivery of the Loan Documents, the incurrence on the Closing Date of any Revolving Loans and the Initial Term B Loans (and, in each case, the use of proceeds thereof on the Closing Date), the issuance on the Closing Date of any Letters of Credit, and the other transactions contemplated herein to occur on the Closing Date, the Borrower and its Subsidiaries on a consolidated basis are Solvent. (c) The Borrower shall have used commercially reasonable efforts to obtain credit ratings for the credit facilities evidenced hereunder and the corporate family credit of the Borrower and its Subsidiaries by both S&P and M▇▇▇▇’▇. (d) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described evidence in Section 5.13(c); and (xx) such other documents, certificates or information as form and substance reasonably satisfactory to the Administrative Agent that, prior to or substantially concurrently with the Required Lenders shall effectiveness of this Agreement, (i) the Existing Senior Notes Redemption has occurred and all obligations of the Borrower and its Subsidiaries in connection with the Existing Senior Notes have reasonably requestedbeen or will be terminated and released immediately prior to or contemporaneously with the effectiveness of this Agreement or (ii) if the Existing Senior Notes Redemption has not occurred (A) the Existing Senior Notes Indenture has been amended to delete all covenants therefrom in accordance with the documents governing the Existing Senior Notes Redemption and (B) this Agreement and the other Loan Documents, all Loans made and Letters of Credit issued on the Closing Date, and all Collateral granted under the Loan Documents are permitted under the Existing Senior Notes Indenture and any other documentation governing the Existing Senior Notes on the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything in this Agreement, any other Loan Document or any other letter agreement, document, instrument, agreement or other undertaking concerning the financing of the transactions contemplated by this Agreement to the contrary, (i) the only representations and warranties relating to the Borrower and its Subsidiaries and businesses in the Loan Documents the accuracy of which shall be a condition to the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date shall be the Specified Representations, and (ii) the terms of the Loan Documents shall not impair the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date if the conditions set forth in this Section 3.1 shall have been satisfied or waived (it being understood that, with respect to any Collateral owned by any Loan Party prior to the CarePoint Acquisition, to the extent any Lien on such Collateral (other than any Collateral the Lien on which may be perfected by (a) the filing of a UCC financing statement or (b) the delivery of stock certificates and related stock powers, together with appropriate instruments of transfer, to the extent that such equity is certificated prior to the Closing Date and is in the Borrower’s actual possession on the Closing Date) is not perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the perfection of any such Lien will not constitute a condition precedent to the availability of the Initial Term B Loans or any initial Revolving Borrowing on the Closing Date but any such Lien will be required to be perfected after the Closing Date pursuant to Section 5.16 (as any period set forth therein may be extended by the Administrative Agent in writing). This paragraph is referred to as the “Company Certain Funds Provision”.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the LendersLend- ers, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Guarantee Agreement by Holdings and the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to the Hedging Obligations and Treasury Management Obligations of Holdings and the Restricted Subsidiaries of the Borrower); (iii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated Party, substantially in the form attached hereto as of the Closing DateExhibit 3.1(b)(iv), attaching and certifying copies of its bylawsbylaws or operating agreement, or partnership agreement or limited liability company agreementas applicable, and of the resolutions of its board of directors (or other equivalent governing body, or comparable organizational documents and authorizations), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (ivv) a favorable written opinion of di Santo LawKing & Spalding LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectrequest; (vi) a duly executed Notice of Borrowing for any initial Borrowingcertificate, dated the Effective Date substantially in the form attached hereto as Exhibit 3.1(b)(vii) and signed by a Responsible Officer confirming compliance with the conditions set forth in Sections 3.3(a), (b) and (c); (vii) a certificate dated the Closing Date Form 10 (including the information statement and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Partyother exhibits contemplated thereby, in connection each case, in the form and to the extent so filed) in the form most recently filed (whether or not publicly) with the execution, delivery, performance, validity U.S. Securities and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, Exchange Commission prior to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredEffective Date; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xxix) such other documents, certificates certificates, information or information legal opinions as the Administrative Agent or the Required Lenders shall have may reasonably requestedrequest, all in form and substance satisfactory to the Administrative Agent and the Lenders. Without limiting the generality of the provisions of this Section, for For purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the their initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer an authorized signatory of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer signatory of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required failure to be qualified to do business as a foreign corporation, each dated as of corporation or limited liability company could reasonably be expected to have a recent dateMaterial Adverse Effect; (iv) a favorable written opinion opinions of di Santo Law▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCsuch local counsel as shall be necessary, special Texas counsel to the Loan Partiesin each case, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding certified copies of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ixvi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partythe Borrower, confirming that each Loan Party is Solvent before as of the Closing Date and after giving effect to the funding of any initial Borrowing Related Transactions and the consummation incurrence of the transactions contemplated to occur Indebtedness and obligations being incurred in connection with this Agreement and the Related Transactions on the Closing Date, the Borrower and its Restricted Subsidiaries, taken as a whole, are Solvent; (xvii) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiariesother Loan Party, and the Parent Pledge Agreement, duly executed by Parent, together with with, to the extent applicable, (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement and the Parent Pledge Agreement, as requested by the Administrative Agent and to the extent required thereby in order to perfect such Liens, duly authorized by the Loan PartiesParties and Parent, as applicable, (B) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan PartiesParties and Parent, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Permitted Encumbrances, other Liens not prohibited under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party required to be pledged under the Guaranty and Security Agreement and the Parent Pledge Agreement and (for any such Subsidiaries that are certificated), together with F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerblank; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xviviii) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent;; and (xviiix) all other agreements, documents, certificates, instruments and other items set forth on the closing checklist attached hereto as Exhibit 3.1, other than those that are specified therein as permitted to be delivered after the extent reasonably requested by Closing Date. (b) All the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding existing third party Indebtedness of the Borrower and its Subsidiaries (excluding any Indebtedness permitted to remain outstanding after the Closing Date pursuant to the Loan Documents (including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingentpursuant to Section 7.1), material contractsbut including the Prior Indebtedness) will be refinanced or repaid in full (or substantially simultaneously with the initial Borrowing under this Agreement shall be refinanced or repaid in full), debt agreementsall commitments in respect thereof terminated, property ownershipand all security and guaranties in respect thereof discharged and released (other than any obligations which survive such termination by their express terms). (c) The Administrative Agent shall have obtained CUSIP numbers for the Loans and Commitments, contingent liabilities and other legal matters as applicable. (d) The Closing Date Merger shall have been consummated, or substantially simultaneously with the funding of the Borrower and its Subsidiaries;initial Loans hereunder, shall be consummated, in accordance with the terms of the Closing Date Merger Agreement. (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xixe) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or certificates, information and legal opinions as the Administrative Agent or the Required Lenders shall have reasonably requested, including, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality The funding of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement initial Loans hereunder shall be deemed to have consented to, approved of, accepted conclusive evidence that the foregoing conditions were satisfied or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretowaived.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to each Lender requesting a note; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of in form and substance acceptable to the Closing DateAdministrative Agent, attaching and certifying copies of its bylawsbylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each such other jurisdiction jurisdictions where such Loan Party is required to be qualified to do business as a foreign corporation, each dated corporation as of a recent datemay be required by the Administrative Agent; (ivvii) a Reserved; (viii) favorable written opinion opinions of di Santo Law▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas of local counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request request; (which opinions will expressly permit reliance by permitted successors ix) a certificate, in form and assigns of substance acceptable to the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vix) a duly executed Notice of Borrowing for any initial Borrowing; (viixi) a certificate dated duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date and signed by a Responsible Officer, Date; (Axii) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments Credit Facility or any transaction being financed with the proceeds thereof, which would impose adverse conditions on thereof shall be ongoing; (xiii) Reserved; (xiv) a Perfection Certificate (as defined in the Security Agreement, is, ) with respect to the knowledge Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, ongoing and the results of a search of the Uniform Commercial Code filings (3or equivalent filings) attached thereto made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in the case of the Perfection Certificate, in which the chief executive office of each such Person is a true located and correct copy in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of all the financing statements (or similar documents) disclosed by such Consents search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or (Bsimilar document) certifying that no such Consents are requiredwould be permitted by Section 7.2 or have been or will be contemporaneously released or terminated; (viiixv) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended ending on June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2007, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30Years ending March 31, 20162005, March 31, 2006 and March 31, 2007; (ixxvi) a certificate, dated the Closing Date duly completed and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation executed Compliance Certificate of the transactions contemplated to occur on including pro forma calculations of the Closing Datefinancial covenants set forth in Article 6 hereof as of June 30, 2007; (xxvii) certified copies of all agreements, indentures or notes governing the Guaranty terms of any Material Indebtedness and Security Agreementall other material agreements, duly executed documents and instruments to which any Loan Party or any of its assets are bound; and (xviii) a copy of, or a certificate as to coverage under, the insurance policies required by the Borrower and applicable provisions of the Security Documents, each of its Subsidiaries, together with (A) UCC financing statements which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by name the Administrative Agent in order to perfect such Liensas additional insured, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent;. (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xixc) The Administrative Agent shall have received (i) the Initial Reserve Report accompanied certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the certificate described in Section 5.13(c); and pledgor thereof and (xxii) such other documents, certificates or information as each promissory note pledged to the Administrative Agent pursuant to Security Agreement endorsed (without recourse) in blank (or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified accompanied by an executed transfer form in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or blank satisfactory to a Lender unless the Administrative Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.2), shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretobe in proper form for filing, registration or recordation.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees payable to the Administrative Agent, any Lender or any Arranger on or prior to the Closing Date and, to the extent invoiced at least one (1) Business Day before the Closing Date (except as reasonably agreed by the Borrower), all other fees, expenses and other amounts due and payable under the Loan Documents on or prior to the Closing Date Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) the Borrower hereunder, under any other Loan Document and Section 10.3 under any other agreement with the Administrative Agent or any other provision of a Loan DocumentArranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of Holdings and each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of Holdings or such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of Holdings and each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of Holdings and such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ PLLC, special Texas LLP, counsel to Holdings and the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial BorrowingTransactions, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such daterespects, except that any to the extent such representation and or warranty is already subject to a materiality qualifier, in which by its terms is made as of a specified date case such representation or warranty shall be required to be true and correct only as of such specified datein all respects, and (z) since the date of the financial statements of the Borrower described in Section 4.4December 31, 2023, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing[reserved]; (vii) a solvency certificate dated from a Responsible Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit C‑2; (viii) each Collateral Document set forth on Schedule 1.1B required to be executed on the Closing Date as indicated on such schedule, duly executed by Parent and signed by a Responsible Officereach Loan Party thereto, as applicable, together with: (A) certifying [reserved]; (B) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens created under the Security Agreement on assets of Holdings, the Borrower and each Subsidiary Guarantor that is party to the Security Agreement, covering the Collateral described in the Security Agreement; (1C) [reserved]; and (D) evidence that all consentsother actions, approvals, authorizations, registrations recordings and filings and orders (“Consents”) required by the Collateral Documents as of the Closing Date required that the Administrative Agent may deem reasonably necessary to be made or obtained under any satisfy the Collateral and Guarantee Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby (subject to Schedule 5.20 attached hereto) shall have been obtainedtaken, (2) such Consents, are completed or otherwise provided for in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance manner reasonably acceptable satisfactory to the Administrative Agent (together with any supporting data it being understood that the Borrower providing authorization to the Administrative Agent to take such actions or make such recordings and filings that can be taken or made by the Administrative Agent or the Collateral Agent and to the extent agreed to be taken or made by the Administrative Agent or Collateral Agent shall be reasonably satisfactory to the Administrative Agent); (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect Agent with respect to the funding of any initial Borrowing Parent and the consummation of the transactions contemplated to occur on the Closing DateLoan Parties; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower[reserved]; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report[reserved]; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of and the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which Collateral Agent shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) have received at least five three (53) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, Date all documentation and other information about the Borrower and the Guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActPATRIOT Act that has been requested by the Administrative Agent in writing at least ten (10) Business Days prior to the Closing Date. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation in relation to the Borrower, the Borrower shall deliver a Beneficial Ownership Certification to any Lender that has requested such certification at least five (5) Business Days prior to the Closing Date; (xixxiii) The true, complete and correct copies (as certified by a Responsible Officer of the Borrower) of executed documents evidencing the Term Credit Agreement, in form and substance reasonably acceptable to the Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)Agent; and (xxxiv) such other documentsa certificate, certificates dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Section 3.1(c) and (d). (i) All conditions precedent to the availability of the Initial Term Loans shall have been satisfied or information as waived in accordance therewith and (ii) the Existing Term Credit Agreement shall have been refinanced with the proceeds of the Initial Term Loans. (d) All fees and interest accrued under the Existing Credit Agreement prior to the effectiveness of this Agreement shall have been paid to the lenders and agents under the Existing Credit Agreement. (e) All fees and expenses due to the Administrative Agent or Agent, the Required Lenders Collateral Agent, the Lead Arrangers and their respective Affiliates required to be paid on the Closing Date and (in the case of expenses) invoiced at least three (3) Business Days before the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have reasonably requestedbeen paid. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank Banks to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including, without limitation, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, Truist Securities, Inc. and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporationincorporation (subject to Section 5.17), certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party (and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated corporation solely to the extent that the failure to be so qualified as of a recent dateforeign corporation in such other jurisdiction could result in a Material Adverse Effect); (iv) a favorable written opinion of di Santo Law(A) ▇▇▇ ▇▇▇ ▇▇▇ Law Offices, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank Banks and the Lenders)) and (B) ▇▇▇▇▇ ▇▇▇▇ LLP, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940; (v) a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any the initial Revolving Borrowing, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any the initial Revolving Borrowing, together with a report setting forth the sources and uses of the proceeds thereof; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents and (to the extent applicable) APC 2019 Transaction Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies of the Historical Financial Statements; (Aix) the internally prepared quarterly financial statements projections of the Borrower and its Subsidiaries (to be made on a consolidated pro forma basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable after giving effect to the Administrative Agent (together with any supporting data reasonably requested by consummation of the Administrative AgentRelated Transactions) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30ending December 31, 20162022 and for each Fiscal Year ending thereafter through the Fiscal Year ending December 31, 2025; (ixx) [reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xxii) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan PartiesParties and their Subsidiaries and the Material Associated Practices, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens Permitted Encumbrances and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank Date and (DB) acknowledgements with respect to pledged equity interests other than stock of a corporationPerfection Certificate, duly completed and executed by the issuer of such equity interests and the Borrower; (xixiii) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) counterpart of the present value of Reaffirmation Agreement and Master Amendment dated the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative AgentClosing Date, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party“Reaffirmation Agreement”); (xiv) title at least five (5) days prior to the date of this Agreement, all documentation and other information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as required by bank regulatory authorities or reasonably requested by the Administrative Agent representing not less than ninety percent (90%) or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by Patriot Act and, if the Borrower (based on qualifies as a “legal entity customer” under the value given such proved reserves Beneficial Ownership Regulation, a Beneficial Ownership Certification in the initial Borrowing Base), which shall be in form and substance satisfactory relation to the Administrative AgentBorrower; (xv) true, accurate and complete certified copies of all Material Agreements;Agreements (including, for the avoidance of doubt, the Associated Practice Documents); and (xvi) subject to Section 5.17, certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the each Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Effective Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arrangers, to the extent invoiced at least one (1) Business Day prior to the Effective Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as Party, (A) attaching (1) certified copies of the Closing Dateits articles or certificate of incorporation, attaching and certifying certificate of organization or limited partnership, or other registered organizational documents, (2) copies of its bylaws, or partnership agreement or limited liability company agreementagreement or comparable organizational documents, and of (3) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (4) certificates of good standing or existence, as may be available from the Secretary of State of its jurisdiction of organization and each other jurisdiction where it is required to be qualified to do business as a foreign corporation and (B) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo LawDLA Piper LLP (US), counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, each of the Issuing Bank Banks and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank Banks and the Lenders▇▇▇▇▇▇▇ and any other Person who becomes a Lender pursuant to Section 2.23); (viv) a certificate dated the Closing Effective Date and signed by a Responsible Officer, certifying that after giving effect to the establishment of the Commitments and the funding of any initial BorrowingRevolving Borrowing on the Effective Date, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party the conditions set forth in the Loan Documents are true Sections 3.2(a) and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof3.2(b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectsatisfied; (viv) a duly executed Notice of Borrowing for any initial BorrowingRevolving Borrowing to be made on the Effective Date, together with a report setting forth the sources and uses of the Loans made on the Effective Date; (viivi) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedhereby or thereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiivii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter Quarters ended March 31, 2025, June 30, 2017 in form 2025 and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and September 30, 2025, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year Years ended September December 31, 2024 and December 31, 2023 and (C) financial projections on an annual basis for the Fiscal Years ending December 31, 2026, December 31, 2027, December 31, 2028, December 31, 2029 and December 31, 2030; (viii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI as of June 30, 20162025, calculated on a pro forma basis as if any Revolving Borrowing to be made on the Effective Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (ix) a certificate, dated the Closing Effective Date and signed by the chief financial officer of each Loan Partythe Borrower, confirming that each the Borrower and its Subsidiaries (on a consolidated basis) are, and the Loan Party is Parties (on a consolidated basis) are, Solvent before and after giving effect to the funding of any initial Revolving Borrowing to be made on the Effective Date and the consummation of the transactions contemplated to occur on the Closing Effective Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with Loan Party; (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (Bxi) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent Agent; (90%xii) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base)a duly executed payoff letter, which shall be in form and substance satisfactory to the Administrative Agent, in connection with the Existing Credit Agreement, with confirmation to the Administrative Agent to its satisfaction that the Existing Credit Agreement shall have been terminated, all commitments of the lenders thereunder to fund additional advances shall have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts shall have been paid in full on the Effective Date, together with any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed pursuant to the Existing Credit Agreement; (xvxiii) true, accurate a copy of the complete currently effective investment policy of each Loan Party and complete copies of all Material Agreementseach Insurance Subsidiary (which investment policy shall be reasonably satisfactory to the Administrative Agent and the Lenders); (xvixiv) at least three business days prior to the Effective Date (to the extent requested at least ten business days prior to the Effective Date), (i) all documentation and other information that the Administrative Agent or the Lenders reasonably determines is required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the Patriot Act and any other equivalent law, regulation or rule applicable in the United Kingdom, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate in relation to the Borrower; and (xv) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Subsidiary Guarantee Agreement by the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to the Hedging Obligations and Treasury Management Obligations of the Subsidiaries of the Borrower); (iii) a duly executed copy of the Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated Party, substantially in the form attached hereto as of the Closing DateExhibit 3.1(b)(iv), attaching and certifying copies of its bylawsbylaws or operating agreement, or partnership agreement or limited liability company agreementas applicable, and of the resolutions of its board of directors (or other equivalent governing body, or comparable organizational documents and authorizations), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (ivvi) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ PLLCLLP, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowingrequest; (vii) a certificate certificate, dated the Closing Effective Date substantially in the form attached hereto as Exhibit 3.1(b)(vii) and signed by a Responsible Officer, (A) confirming compliance with the conditions set forth in Sections 3.2(a), (b) and (c), and (B) certifying that (1x) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Lawapplicable laws, or by any Contractual Obligation contractual obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Transaction Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are shall be in full force and effect and all applicable waiting periods shall have expired, expired and (y) no known investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies a duly executed Notice of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (x) certified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent; (xi) a solvency certificate, dated as of the Closing Effective Date and signed by the chief financial officer of each Loan PartyBorrower, confirming that each Loan Party the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any initial Borrowing Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Reportherein; (xii) Transfer Letters as may be required by (A) audited financial statements of the Administrative AgentBorrower and its Subsidiaries for the period ending December 31, duly executed by each Loan Party that executes a Mortgage2016 and (B) financial projections for the Borrower and its Subsidiaries for the next five (5) Fiscal Years; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xxxiv) such other documents, certificates certificates, information or information legal opinions as the Administrative Agent or the Required Lenders shall have may reasonably requestedrequest, all in form and substance satisfactory to the Administrative Agent and the Lenders. Without limiting the generality of the provisions of this Section, for For purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders Noteholders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit purchase Notes hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent and the Noteholders shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Noteholders and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Required Noteholders, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Issuer hereunder, under any other provision Note Document and under any agreement with the Administrative Agent. The Administrative Agent shall have received a fully executed copy of a Loan Documentthe Agent Fee Letter. (b) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative AgentRequired Noteholders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Note Party dated as in the form of the Closing DateExhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Note Party executing the Loan Note Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Note Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateNote Party; (iv) a favorable written opinion opinions of di Santo Law, counsel to the Loan Parties, and Mani Little ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ PLLC▇▇▇▇▇ LLP, special Texas counsel to the Loan Note Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the LendersNoteholders, and covering such matters relating to the Loan Note Parties, the Loan Note Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Noteholders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank Agent and the LendersNoteholders); (v) a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that immediately after giving effect to the funding purchase of any initial Borrowingthe Notes, (xA) no Default or Event of Default has occurred and is continuingexists, (yB) all representations and warranties of each Loan Note Party set forth in the Loan Note Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by “Material Adverse Effect” or modified by materiality in the text thereof) on such dateother materiality, except that any representation which representations and warranty which by its terms is made as of a specified date warranties shall be required to be true and correct only as of such specified datein all respects), and (zC) since the date of the financial statements of the Borrower Issuer described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse EffectEffect and (D) immediately after giving pro forma effect to the purchase of the Notes and the consummation of the Closing Date Transactions, the Surplus and Liquidity Amount is not less than $125,000,000; (vi) a duly executed Notice of Borrowing for any initial BorrowingIssuance shall have been delivered in accordance with Section 2.2, together with a flow of funds setting forth the sources and uses of the proceeds hereof; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation Material Agreement of any Loan Note Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Note Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with use of the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies of (A) the internally prepared quarterly Historical Financial Statements and (B) financial statements projections on a monthly basis through the Fiscal Month ending September 30, 2022; (ix) a duly completed and executed Compliance Certificate, including calculations of the Borrower and its Subsidiaries financial covenants set forth in Article VI hereof for the last 12 Fiscal Months ended September 30, 2019, calculated on a consolidated pro forma basis as if the Closing Date Transactions had occurred as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that the Fiscal Quarter ended June 30issuance of the Closing Date Warrants shall have been or, 2017 in form substantially concurrently with the purchase of the Notes under this Agreement shall be, issued on terms and substance conditions reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016Required Noteholders; (ixxi) a certificate, dated the Closing Date and signed by a Responsible Officer of the chief financial officer of each Loan PartyIssuer, confirming that each Loan Party is the Note Parties and their Subsidiaries, taken as a whole, are Solvent before and immediately after giving effect to the funding purchase of any initial Borrowing the Notes and the consummation of the transactions contemplated to occur on the Closing DateDate Transactions; (xxii) the Guaranty and Security Agreement, duly executed by the Borrower Issuer and each of its Subsidiariesthe Subsidiary Note Parties, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Administrative Agent Required Noteholders in order to perfect such Liens, duly authorized by the Loan Note Parties, (B) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Note Parties, as reasonably requested by the Administrative AgentRequired Noteholders, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Issuer, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements (if applicable), (E) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by Note Parties that constitute “certificated securities” under the UCC and (F) subject to the Intercreditor Agreement and/or any Loan Party (for any such Subsidiaries that are certificated)applicable Market Intercreditor Agreement, together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage“certificated securities”; (xiii) Control Account Agreements, duly executed by each copies of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Partyall Material Agreements listed on Schedule 3.1(b)(xiii); (xiv) title information setting forth evidence of satisfactory title on the proved Oil property and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) liability certificates of insurance, in form and detail acceptable to the Administrative AgentRequired Noteholders, describing in reasonable detail the types and amounts of insurance (property and liability) liability insurance maintained by any of the Loan Note Parties, in each case naming the Administrative Agent as lender loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be, together with ; (xv) a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agentduly executed Collateral Assignment; (xvi) a duly executed Intercreditor Agreement; and (xvii) to the extent reasonably requested by the Administrative Agentdelivery of such other documents, due diligence certificates, information satisfactory to or legal opinions as the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days any Noteholder shall have reasonably requested prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender Noteholder that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender Noteholder unless the Administrative Agent shall have received notice from such Lender Noteholder prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders to make the initial Loan Existing Credit Agreement as provided herein and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder other amendments contained in this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Fifth Restatement Date, including reimbursement or payment of all reasonable out-of-pocket expenses of the Administrative Agent and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead Arranger (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of Loan Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Loan DocumentLead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of the Borrower, the Administrative Agent and each party Lender hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) the Subsidiary Guarantee Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each Domestic Subsidiary of the Borrower, excluding those Domestic Subsidiaries set forth on Schedule 3.1(b); (iii) the Assignment and Security Agreement, duly executed and delivery by the Borrower and each Subsidiary Loan Party, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Assignment and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Fifth Restatement Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable and requested by the Administrative Agent; (iv) the Pledge Agreement, duly executed and delivery by the Borrower and certain of its Domestic Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (B) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (v) a certificate of a Responsible Officer an authorized officer of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, bylaws or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational documents of each the Loan PartyParties, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (ivvii) a favorable written opinion of di Santo LawBass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCsuch other written opinions as may be reasonably requested by the Administrative Agent, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, Agent for the Issuing Bank and each benefit of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate certificate, dated the Closing Fifth Restatement Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party conditions set forth in the Loan Documents are true and correct in all material respects subsections (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofa), (b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zc) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect3.2; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (Aix) the internally prepared quarterly consolidated audited financial statements of the Borrower and its Subsidiaries subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, including balance sheets, income statements and cash flow statements prepared by Ernst & Young, LLP in conformity with GAAP, and the consolidated financial statements of the Borrower and its subsidiaries for the fiscal quarter ending March 31, 2012, and financial projections in reasonable detail prepared on a consolidated an annual basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing DateYears 2012 through 2017; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be; (xi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (xii) a duly executed funds disbursement agreement, together with a lender’s loss payable endorsement report setting forth the sources and uses of the proceeds hereof; (xiii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2012, calculated on property a pro forma basis as if the Term Loans and casualty policies any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any contractual obligation of any Loan Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) with respect to the headquarters location, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property, which Collateral Access Agreement shall be reasonably satisfactory in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent; provided, due diligence information satisfactory to the Administrative Agent regarding that such Collateral Access Agreement shall not be required if the Borrower and is unable to deliver such Collateral Access Agreement after using its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior commercially reasonable efforts to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)do so; and (xxxvi) such other documents, certificates or information as a CUSIP number for the Administrative Agent or the Required Lenders shall have reasonably requestedCommitments. Without limiting the generality of the provisions of this SectionSection 3.1, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed executes this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Fifth Restatement Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank Lender to make Loans and/or issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent Lender shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Lender. (b) The Administrative Agent Lender (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a duly executed Revolving Credit Note payable to the Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(iv), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdiction of organization incorporation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvi) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Lender shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party conditions set forth in the Loan Documents are true and correct in all material respects paragraphs (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofa), (b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zc) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect3.2; (viviii) duly executed Notice of Revolving Borrowing, Letter of Credit Notices and Letter of Credit Documents, if applicable; (ix) a duly executed Notice of Borrowing for any initial BorrowingClosing Statement and Disbursement Agreement; (viix) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date or filings, if any, required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower;Loans; and (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated all other documents deemed reasonably necessary by the Initial Reserve Report;Lender. (xiic) Transfer Letters as may be required by Upon the Administrative Agenteffectiveness of this Agreement, duly executed by each (i) the Lender shall make an advance under the Revolving Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by principal amount of $__________, the Borrower (based on proceeds of which will be used to repay certain revolving loans outstanding under the value given such proved reserves in Original Credit Agreement advanced for the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters benefit of the Borrower and its Subsidiaries;, and (ii) the Letters of Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) hereto shall automatically, without further action on the part of Borrower, be deemed to constitute outstanding letters of credit issued and outstanding under this Agreement. (xviiid) at least five (5) Business Days prior Nothing has come to the Closing Dateattention of the Lender regarding (i) pending or threatened litigation involving the Borrower or any Subsidiary or (ii) compliance by the Borrower and each Subsidiary with environmental, to the extent requested by any Lender or the Administrative Agent, all documentation OSHA and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules public health, safety or welfare laws and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates employee benefit plans or information as the Administrative Agent or the Required Lenders shall have insurance coverages that would be reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed likely to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and fees payable on or prior to the Closing Date and, to the extent invoiced at least one Business Day prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Left Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Left Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a the Secretary, Assistant Secretary, or other Responsible Officer of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreementas to, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; as applicable: (iiiA) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) copies of its bylaws, partnership agreement, limited liability company agreement, or similar organizational document, (C) the resolutions of its board of directors or other equivalent governing body, or comparable organizational authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (D) the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party, and (E) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (iviii) a favorable written opinion of di Santo LawRopes & ▇▇▇▇ LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (viv) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (x) no Default or Event of Default has occurred exist and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects respects; (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality v) projections through December 31, 2020 prepared in good faith on the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date basis of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectassumptions stated therein; (vi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) if applicable, a certificate dated duly executed funds disbursement letter, together with a report setting forth the Closing Date sources and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as uses of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredhereof; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by a Responsible Officer of the chief financial officer of each Loan PartyBorrower, confirming that each Loan Party is the Borrower and its Subsidiaries on a consolidated basis are Solvent before and after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xix) the Guaranty Guarantee and Security Collateral Agreement, duly executed by the Borrower and each of its Subsidiariesthe Guarantors, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty Guarantee and Security Collateral Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Datepermitted hereunder, (C) original certificates evidencing all issued that certain perfection certificate, duly completed and outstanding shares of Capital Stock of all Subsidiaries owned directly executed by any the Loan Party (for any such Subsidiaries that are certificated)Parties, together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests Patent Security Agreements, Trademark Security Agreements and the BorrowerCopyright Security Agreements; (xix) Mortgages duly executed by each applicable Loan Party and evidence satisfactory at least three (3) days prior to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2)date of this Agreement, covering at least ninety percent (90%) of the present value of the proved Oil all documentation and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be other information required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as bank regulatory authorities or reasonably requested by the Administrative Agent representing not less than ninety percent (90%) or any Lender under or in respect of applicable “know your customer” and anti-money laundering Requirements of Law, including the present value of all proved Oil and Gas Properties evaluated Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory relation to the Administrative Agent;Borrower; and (xv) true, accurate and complete copies of all Material Agreements; (xvixi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming complying with the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies requirements set forth in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters Section 5.2 of the Borrower Guarantee and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requestedCollateral Agreement. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent received on or prior to the Closing Date) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrowers hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arranger (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to each Lender; (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by the Existing Lender, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the real property of the Borrowers and their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lender; (v) the Pledge Agreement and the Security Agreement, each duly executed by the Loan Parties party thereto; (vi) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as substantially in the form of the Closing DateExhibit 3.1(b)(vi), attaching and certifying copies of its bylawsbylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (x) the jurisdiction of organization of such Loan Party and (y) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of entity and where the failure to be so qualified could reasonably be expected to have a recent dateMaterial Adverse Effect; (ivviii) a favorable written opinion addressed to the Administrative Agent and each other Lender of di Santo Law(x) Weil, Gotshal & ▇▇▇▇▇▇ LLP, as special counsel to the Loan Parties, and Mani Little & (y) ▇▇▇▇▇▇▇▇▇▇ PLLC▇▇▇▇▇▇▇▇ LLP, as special Texas Georgia counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vix) a certificate substantially in the form of Exhibit 3.1(b)(ix), dated as of the Closing Date and signed by a Responsible Officer, certifying that that, after giving effect to the funding of any initial Borrowing, Loan (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that where such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality materiality, in the text thereof) on which such date, except that any representation case such representations and warranty which by its terms is made as of a specified date warranties shall be required to be true and correct only as of such specified date, without qualification) and (z) since the date of the financial statements of the Borrower Borrowers described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vix) a duly executed Notice of Borrowing for any initial Borrowing; (viixi) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viiia) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower Borrowers and its their Subsidiaries for the Fiscal Year ended September 30ending December 31, 2016; 2009; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (Bb) copies of favorable UCCthe audited financial statements for the Unrestricted Subsidiary for the Fiscal Year ending December 31, tax2009; and (c) the budget, judgment, fixture income and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names expense projections of the Loan PartiesBorrowers and their Subsidiaries prepared on a quarterly basis for the Fiscal Year ending December 31, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report2010; (xii) Transfer Letters as may be required by the Administrative AgentUCC, duly executed by tax, judgment and bankruptcy lien search results with respect to each Loan Party that executes a Mortgagefrom all appropriate jurisdictions and filing offices; (xiii) Control Account Agreementscertified copies of all agreements, duly executed by each indentures or notes governing the terms of any Material Indebtedness and all other Material Agreements to which any Loan Party or any Restricted Subsidiary or any of its assets are bound; notwithstanding the foregoing, the Borrowers shall also cause to be delivered all agreements, documents and instruments relating to the financing of the Administrative AgentUnrestricted Subsidiary; provided, SunTrust Bankthat the term “Material Indebtedness” as used in this clause (xiii) only, as depository bankshall refer to Material Indebtedness that individually, and not in the applicable Loan Partyaggregate, exceeds $5,000,000; (xiv) title information setting forth evidence of satisfactory title on the proved Oil A Trademark Security Agreement executed by Fortegra and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base)LOTSolutions, which shall be Inc., in form and substance reasonably satisfactory to the Administrative Agent; (xv) truethe Borrowers shall use their commercially reasonable efforts to deliver to the Administrative Agent either (x) a leasehold mortgage on behalf of the Lenders on the Florida Headquarters, accurate which shall be acknowledged by the owner of such headquarters building, and, if reasonably requested by the Administrative Agent, a local counsel opinion, or (y) a landlord waiver and complete copies of all Material Agreementsagreement with respect to the Florida Headquarters, related to, among other things, the Collateral located at the Florida Headquarters and the Lender’s access rights to such Collateral; (xvi) certificates of insurance, in form insurance issued on behalf of insurers of the Borrowers and detail acceptable to the Administrative Agentall other Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Borrowers and all other Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s policies and lender loss payable endorsement on payee endorsements for property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requestedpolicies. Without limiting the generality of the provisions of this SectionSection 3.1, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder hereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. (c) The Administrative Agent shall have received (i) the certificates, if any, representing the shares of Capital Stock pledged pursuant to the Pledge Agreement and the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to the Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably satisfactory to the Administrative Agent) by the pledgor thereof. (d) All consents, approvals and authorizations required to be obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; certified copies of all such consents, approvals and authorizations, if reasonably requested by the Administrative Agent, shall have been delivered to the Administrative Agent. (e) All actions necessary to establish to the Administrative Agent’s satisfaction that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens) shall have been taken; provided, that the Borrowers will not be required to perfect a Lien in Collateral to the extent that the burden or cost of perfecting such a Lien would outweigh the benefit of the security afforded thereby as determined by the Borrowers and the Administrative Agent and provided, further, that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the security interest in such Collateral may not be accomplished prior to the Closing Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent under Section 3.1 so long as the Borrowers agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required by the Administrative Agent to perfect such security interests, and the Borrowers further agree to take or cause to be taken any other actions set forth on Schedule 3.1, within the time frames set forth on Schedule 3.1, and the failure to deliver such documents or instruments or to take or cause to be taken such other actions within such time frame shall be an immediate and automatic Event of Default. (f) The Indebtedness under the Subordinated Debenture Purchase Agreement shall have been either (i) paid in full with the proceeds of Indebtedness permitted by this Agreement (other than the proceeds of Loans); provided that the maturity of such Indebtedness shall not be earlier than 180 days after the third anniversary of the Closing Date, or (ii) the maturity date of such Indebtedness shall have been otherwise extended to no earlier than 180 days after the third anniversary of the Closing Date.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the any initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arrangers (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative AgentLenders: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to any Lender requesting a Note, if so requested; (iii) the Guaranty Agreement duly executed by each Subsidiary required to execute the Guaranty Agreement in connection with the Existing Credit Agreement or otherwise required pursuant to Section 5.10; (iv) the Pledge and Security Agreement duly executed by each of the Loan Parties and the Intellectual Property Security Agreements duly executed by the applicable Loan Parties having rights in intellectual property subject to such agreements; (v) an amendment to, or an amendment and restatement of, the Prudential Senior Secured Note Agreement duly executed by each party thereto; (vi) the Intercreditor Agreement; (vii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(vii), (a) attaching and certifying copies of (w) its bylaws, or partnership agreement or limited liability company agreement, or comparable organizational documents, as applicable, and of the (x) resolutions of its board of directors directors, board of members or other equivalent governing bodygeneral partner, or comparable organizational documents and authorizationsas applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiy) certified copies of the its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partydocuments, together with certificates as applicable, and (z) evidence of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationentity and (b) certifying the name, title and true signature of each dated as officer of such Loan Party executing the Loan Documents to which it is a recent dateparty; (ivviii) a certificate of the Chief Financial Officer of the Borrower that, after giving effect to the Credit Extensions made on the Closing Date, neither the Borrower nor its Subsidiaries will be “insolvent,” within the meaning of such term as defined in § 101 of Title 11 of the United States Code, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated; (ix) a favorable written opinion of di Santo Law(x) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLC, counsel to the Loan Parties, and Mani Little & (y) Polsinelli ▇▇▇▇▇▇▇▇ PLLCPC, special Texas Kansas counsel to the Loan PartiesMidland Credit Management, Inc., each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vx) a certificate in the form of Exhibit 3.1(b)(x), dated the Closing Date and signed by a Responsible Officer: (a) certifying that, certifying that after giving effect to the funding of any initial Borrowing, Loan or initial issuance of a Letter of Credit (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vib) certifying that no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries that (y) purports to enjoin or restrain any Lender from making a duly executed Notice of Borrowing for any initial BorrowingCredit Extension hereunder or (z) could reasonably be expected to have a Material Adverse Effect; (viic) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) attaching certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation contractual obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments this Agreement or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and hereof shall be ongoing; and (3d) attached thereto is a true and correct copy attaching certified copies of all such Consents agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound. (Bxi) certifying that no such Consents are requireda duly executed Notice of Borrowing; (viii) copies of (Axii) the internally prepared quarterly financial statements results of the Borrower a Lien search (including a search as to judgments, pending litigation, tax and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30intellectual property matters), 2017 in form and substance reasonably acceptable satisfactory to the Administrative Agent, made against the Loan Parties under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens); (xiii) evidence reasonably satisfactory to the Administrative Agent that at least sixty percent (together 60%) of all cash collections and other Receivables acquired by any Loan Party have, prior to the Closing Date, been deposited in collection accounts maintained with any supporting data reasonably requested by one or more of the Administrative AgentLenders; (xiv) and (Ba) the copies of audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year three fiscal years most recently ended September 30, 2016; for which financial statements are available and interim unaudited financial statements for each quarterly period ended since the last audited financial statements for which financial statements are available and (ixb) a certificate, dated the Closing Date and signed projections prepared by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation management of the transactions contemplated to occur on the Closing Date; (x) the Guaranty Borrower of balance sheets and Security Agreement, duly executed by income statements of the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under which will be quarterly for the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on first year after the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated)balance sheets, together with stock or membership interest powers or other appropriate instruments of transfer executed in blank income statements and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) cash flow statements of the present value Borrower and its Subsidiaries, annually thereafter for the term of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agentthis Agreement; (xv) true, accurate a duly completed and complete copies executed Compliance Certificate of all Material Agreementsthe Borrower including pro forma calculations establishing compliance with the financial covenants set forth in ARTICLE VI hereof as of the most recently completed fiscal quarter of the Borrower for which financial statements are available; (xvi) all information the Administrative Agent and each Lender may request with respect to the Borrower and its Subsidiaries in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any other “know your customer” or similar laws or regulations; and (xvii) certificates of insurance, in form and detail acceptable to insurance issued on behalf of insurers of the Administrative AgentLoan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Collateral Agent as loss payee on property and casualty policies or additional insured on liability insurance policies and lender loss payee endorsements for property and casualty policies. (c) The Collateral Agent shall have received (i) the certificates, as if any, evidencing the case may becapital stock or other equity interests pledged pursuant to the Pledge and Security Agreement, together with an undated stock power for each such certificate executed in blank by a lender’s loss payable endorsement on property duly authorized officer of the pledgor thereof, subject to Section 5.12 and casualty policies (ii) each instrument pledged to the Collateral Agent pursuant to the Pledge and Security Agreement endorsed in blank (or accompanied by an executed transfer form and substance in blank reasonably satisfactory to the Administrative Collateral Agent;) by the pledgor thereof. (xviid) to Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the extent Collateral Documents or under law or reasonably requested by the Administrative Collateral Agent to be executed, filed, registered or recorded in order to create in favor of the Collateral Agent, due diligence information satisfactory for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities any other Person (actual or contingentother than Permitted Liens), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described been duly executed and delivered and/or be in Section 5.13(c); and (xx) such other documentsproper form for filing, certificates registration or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorecordation.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Thethe Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date (or as otherwise provided for in the Fee Letter) to the extent invoiced at least two Business Days prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 the Borrower hereunder or under any other provision of a Loan Document.. ; (b) The Thethe Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents document of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion opinions of di Santo Law(x) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Loan Parties, and Mani Little & (y) ▇▇▇▇▇▇▇▇, Leach, Herlong, ▇▇▇▇▇▇ PLLC& ▇▇▇▇▇, special Texas P.C., Alabama counsel to the Loan Parties, and (z) counsel in each dated as of the Closing Date state in which any Mortgaged Property for which an amendment will not be executed pursuant to clause (xii) below is located, in each case addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, Lenders and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (v) a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying certifying, among other things, that after giving effect to the funding of any the initial Borrowing, Borrowing (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by a Material Adverse Effect or modified by materiality other materiality, in the text thereof) on which case such date, except that any representation representations and warranty which by its terms is made as of a specified date shall be required to be warranties are true and correct only in all respects) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such specified date, earlier date and (z) since the date of the financial statements of the Borrower described in Section 4.4December 31, 2012, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any the initial Borrowing; (vii) a certificate dated duly executed funds disbursement agreement, together with a report setting forth the Closing Date sources and signed by a Responsible Officer, uses of the proceeds hereof; (Aviii) certifying that (1) copies of all consents, approvals, authorizations, registrations and registrations, filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016thereof shall be ongoing; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partya Responsible Officer, confirming that each Loan Party is the MLP and its Subsidiaries, on a consolidated basis, are Solvent both immediately before and immediately after giving effect to the funding of any the initial Borrowing and the consummation of the transactions contemplated by the Loan Documents to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiariesthe Guarantors, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the such Loan Parties, (B) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the such Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens permitted by Section 7.2 and Liens to be released on the Original Closing Date, Date and (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporationperfection certificate, duly completed and executed by the issuer of such equity interests and the Borrower; (xi) the Master Reaffirmation Agreement, duly executed by the Borrower and each of the Guarantors; (xii) if requested by the Administrative Agent, amendments to the Mortgages covering all Mortgaged Property, duly executed by each applicable Loan Party Party, together with (A) endorsements to the title insurance policies with respect to such Mortgages in form and evidence satisfactory substance, and in such amounts, reasonably acceptable to the Administrative Agent Agent; (B) evidence that counterparts of such Mortgages create a first-priority Lien (subject only amendments are in form for recording in the recording office of all applicable political subdivisions and places to Liens permitted by Section 7.2)the extent necessary or desirable, covering at least ninety percent (90%) of in the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each judgment of the Administrative Agent, SunTrust Bank, as depository bank, to maintain a valid and the applicable Loan Party; enforceable first priority Lien (xivsubject to Permitted Encumbrances) title information setting forth evidence on such Real Estate in favor of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) for the benefit of the present value Secured Parties (or in favor of all proved Oil such other trustee as may be required or desired under local law) together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and Gas Properties evaluated in the Initial Reserve Report provided evidence of payment by the Borrower of all title policy premiums, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such amendments and issuance of such endorsements referred to above; and (based on the value given such proved reserves C) an opinion of counsel in the initial Borrowing Base), each state in which shall any Mortgaged Property for which an amendment will be executed pursuant to this clause (xii) is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvixiii) certificates of insurance, in form and detail acceptable to the Administrative Agent, insurance describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agentendorsements; (xviixiv) to (A) (i) the extent reasonably requested audited consolidated and consolidating balance sheet of Arc Terminals LP and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, (ii) the Administrative Agentaudited consolidated and consolidating balance sheet of Arc Terminals Mobile Holdings LLC and its Subsidiaries as of December 31, due diligence information satisfactory to 2010, December 31, 2011 and December 31, 2012, and the Administrative Agent regarding related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, and (iii) the audited balance sheet of Gulf LNG as of December 31, 2011 and December 31, 2012, and the related audited statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP; (B) (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries including information regarding legal mattersas of March 31, tax matters2013 and June 30, accounting matters2013, business mattersand the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer, and (ii) the unaudited balance sheet of Gulf LNG as of March 31, 2013 and June 30, 2013, and the related unaudited statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, as provided to the Borrower by Gulf LNG; and (C) financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters projections of the Borrower MLP and its Subsidiaries;Restricted Subsidiaries on a quarterly basis for the Fiscal Years ending December 31, 2013 and December 31, 2014 and annually thereafter through December 31, 2018; and (xviiixv) at least five (5) Business Days prior documentation and information with respect to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)laws.; and (xxc) such other documents, certificates or information as the Administrative Agent or the Required Lenders Thethe MLP IPO shall have reasonably requestedoccurred and resulted in net proceeds of at least $75,000,000. Without limiting the generality of the provisions of this Section, 3.1, for purposes of determining compliance with the conditions specified in this Section, 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder hereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders this Agreement is subject to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2):precedent: (a) The Administrative Agent shall have received payment Agent’s receipt of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page executed counterparts of this Agreement) that such party has signed a counterpart of this Agreement, Parent Guaranty, the Subsidiary Guaranty and the applicable Pledge Agreements; (ii) Revolving Notes and Term Notes executed by Borrower in favor of each Lender who has requested a Note on or prior to the date that is two Business Days prior to the Effective Date and the Swingline Note executed by Borrower; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may 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 Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is 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, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of legal counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Property Owners of the Initial Borrowing Base Properties are organized, in each case, addressed to Administrative Agent and each Lender, addressing such matters with respect to the Loan Parties as Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, either (A) attaching and certifying copies of its bylawsall consents, or partnership agreement or limited liability company agreement, licenses and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party party, and certifying the namesuch consents, title licenses and true signature of each officer of approvals shall be in full force and effect, or (B) stating that no such Loan Party executing the Loan Documents to which it is a partyconsents, licenses or approvals are so required; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (vvii) a certificate dated the Closing Date and signed by a Responsible Officer, Officer of Borrower certifying (A) that after giving effect to the funding of any initial Borrowing, conditions specified in Sections 5.02(a) and (xb) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified datehave been satisfied, and (zB) that there has been no event or circumstance since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which Pro Forma Financial Statements that has had or could be reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; (viviii) a duly executed Notice completed Borrowing Base Report and Compliance Certificate as of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and Effective Date, signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as Officer of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated to the Closing Date and signed extent requested by the chief financial officer of each Loan PartyAdministrative Agent with respect to any Initial Borrowing Base Property, confirming that each Loan Party is Solvent before and after giving effect the Property Information with respect to the funding of any initial such Initial Borrowing and the consummation of the transactions contemplated to occur on the Closing DateBase Property (which Property Information may be made available through an electronic database); (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of evidence that all necessary or appropriate jurisdictions with respect insurance required to be maintained pursuant to the perfection of the Liens granted under the Guaranty Loan Documents has been obtained and Security Agreement, as requested by the Administrative Agent is in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowereffect; (xi) Mortgages duly executed evidence that all indebtedness, liabilities or obligations owing by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by under the Initial Reserve Report;Existing Revolving Credit Agreement shall have been paid in full and all guarantees in respect of, and Liens securing, such indebtedness, liabilities or other obligations have been released; and (xii) Transfer Letters such other certificates, documents, consents or opinions as may Administrative Agent shall reasonably request as further described in the list of closing documents attached hereto as Exhibit F. (b) Any fees required to be required paid on or before the Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, duly executed Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) invoiced at least five (5) Business Days two days prior to the Closing Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent requested by any Lender or the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Sectionthe last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this SectionSection 5.01, each Lender that has signed this Credit Agreement or an Assignment and Assumption shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement as provided herein, and the obligations of the Lenders (including the Swingline Lender) to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Investment Objectives, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed originals of each Control Agreement with respect to all Collateral Accounts, Clearing Accounts, deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Administrative Agent or its affiliates (other than the Approved Brokerage Accounts); (iii) the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and (C) a Perfection Certificate duly completed and executed by the Borrower; (iv) [reserved]; (v) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(c)(v), attaching and certifying copies of its bylawsbylaws and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvii) a favorable written opinion of di Santo LawPaul, counsel to the Loan PartiesHastings, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC& ▇▇▇▇▇▇, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate in the form of Exhibit 3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (viix) a duly executed Notice of Borrowing for any initial Borrowing; (viix) a duly executed Federal Reserve Form U-1, executed by the Borrower and the Administrative Agent on behalf of each Lender; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xii) a duly completed and executed certificate dated of the Closing Date and signed by a Responsible Officertype described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of February 28, 2010; (Axiii) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiixiv) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September ending November 30, 20162009; (ixxv) a certificate, dated the Closing Date duly completed and signed by the chief financial officer executed Borrowing Base Certificate as of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect two days prior to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xxvi) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws certified copies of all necessary agreements, indentures or appropriate jurisdictions with respect notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by which any Loan Party (for is a party or by which any such Subsidiaries that of its assets are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerbound; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvixvii) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesand loss payee, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiariesappropriate; (xviii) at least five (5) Business Days the Administrative Agent shall have reviewed and be satisfied with the Borrower’s compliance with underwriting policies for the Fiscal Quarter ended November 30, 2009 and prior to the Closing DateDate and shall have completed a satisfactory review of third party valuation reports prepared on behalf of the Borrower for the Fiscal Quarter ended November 30, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;2009; and (xix) The the Administrative Agent shall have received reviewed and approved, in its reasonable discretion, the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requestedvaluations for all Private MLP Common and Preferred Units. Without limiting the generality of the provisions of this SectionSection 3.1, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, or accepted or been to be satisfied with with, each document or other matter required thereunder to be consented to, to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes and Term A Notes payable to such Lender, and a duly executed Swingline Note payable to the Swingline Lender; (iii) the duly executed Subsidiary Guaranty Agreement and Indemnity and Contribution Agreement; (iv) copies of duly executed payoff letters or similar agreements, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than SunTrust Bank) and the Existing Noteholders, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders and the Existing Noteholders upon any of the personal property of any Loan Party, or satisfactory authorizations to file terminations statements, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all Liens of the Existing Lenders and the Existing Noteholders upon any of the Real Estate, Trademarks, Copyrights and other intellectual property of any Loan Party, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of the Existing Lender Obligations and the Existing Noteholder Obligations; (v) the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized or executed (as appropriate) by the Borrower and the Subsidiary Loan Parties, (B) copies of favorable UCC, tax, judgment and lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, (C) a Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its Subsidiaries prior to the giving effect to the Acquisition, (D) a Perfection Certificate duly completed and executed by Frontstep with respect to Frontstep and its Subsidiaries, (E) duly executed landlord waivers and/or warehouseman or bailee agreements as requested by the Administrative Agent and (F) a certified copy of all domestic material leases of Real Estate; (vi) the duly executed Domestic Pledge Agreement, together with (A) original stock certificates evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant thereto, (B) stock powers or other appropriate instruments of transfer executed in blank with respect to such stock certificates, and (C) executed originals of promissory notes evidencing all Indebtedness owed by the Borrower or any of its Subsidiaries to any Loan Party, in form and substance satisfactory to the Administrative Agent, endorsed in blank; (vii) duly executed originals of Trademark Security Agreements and Copyright Security Agreements, each dated the Closing Date and signed by each Loan Party which owns Trademarks and Copyrights, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent, together with all instruments, documents and agreements executed pursuant thereto; (viii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylawsbylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiiix) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivx) a favorable written opinion of di Santo Law, opinions from counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vxi) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2; (xii) a duly executed Notice of Borrowing; (xiii) a duly executed funds disbursement agreement; (xiv) a duly executed Borrowing Base Certificate dated as of the Closing Date, which shall show that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required Revolving Loans to be true and correct only as of such specified datemade on the Closing Date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse EffectExcess Availability is at least $5,000,000; (vixv) a duly executed Notice certified copy of Borrowing for the Foothill Warrant and all other warrants issued by the Borrower or any initial Borrowingof its Subsidiaries, in form and substance satisfactory to the Administrative Agent, with no put or redemption rights; (viixvi) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Related Transaction Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and effect, all applicable waiting periods shall have expired, expired and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredRelated Transaction shall be ongoing; (viiixvii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30ending on December 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2002, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended ending September 30, 20162002; (ixxviii) copies of (A) the internally prepared quarterly financial statements of Frontstep and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Frontstep and its subsidiaries for the Fiscal Year ending June 30, 2002; (xix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that the solvency of each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the all transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its SubsidiariesTransaction Documents, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan PartiesProjections, (B) copies a Pro Forma Balance Sheet for Borrower as of favorable UCCSeptember 30, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names 2002; (xx) certificates of insurance issued on behalf of insurers of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case compliance with the requirements of Section 5.8, naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may beinsured, together with a lender’s loss payable endorsement on property endorsements in favor of, and casualty policies in form and substance satisfactory to to, the Administrative Agent;; and (xviixxi) to the extent satisfactory field audit of all Accounts, in form and substance reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities completed by auditors and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested appraisers selected by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;. (xixc) The Administrative Agent shall have received fully executed copies of the Initial Reserve Report accompanied principal Acquisition Documents and any other Acquisition Documents requested by the Administrative Agent, certified as true, correct and complete by an authorized officer of Borrower, together with evidence that (i) the aggregate amount paid in cash, plus all Indebtedness (other than trade payables) assumed, in connection with the Acquisition is less than or equal to $21,500,000, (ii) the certificate described in Section 5.13(c); and of merger with respect to merging Frontstep and the Acquisition Sub has been filed with the Ohio Secretary of State, and (xxiii) such other documents, certificates or information as upon the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality funding of the provisions of this SectionTerm A Loan and the initial Revolving Loan, for purposes of determining compliance the Acquisition shall immediately be consummated in accordance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless terms of the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoAcquisition Documents.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) 2.15 and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion opinions of di Santo LawD▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇, as New York, Colorado, North Dakota, and Wyoming counsel, C▇▇▇▇▇▇ F▇▇▇▇ PLLP, as Montana local counsel, and S▇▇▇▇▇ ▇▇▇▇▇▇▇ P▇▇▇▇▇ B▇▇▇▇ (AU), as Australian local counsel, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Majority Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank Agent and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (xA) no Default or Event of Default has occurred and is continuing, (yB) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and (zC) since the date of the financial statements of the Borrower described in Section 4.4June 30, 2018, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, and (D) attaching a list setting forth those unpaid and owing royalty payments and payments owing to trade creditors to be paid as of the Closing Date; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability or performance by the Loan Parties of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower Parent and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30December 31, 2017 2018 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower Parent and its Subsidiaries for the Fiscal Year ended September June 30, 20162018; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that the Parent is Solvent, the Borrower is Solvent, and the Loan Parties, taken as a whole, are Solvent, in each Loan Party is Solvent case before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty Agreements, duly executed by the Parent and each Subsidiary Loan Party; (xi) the Security Agreement, duly executed by the Parent, the Borrower and each of its the Borrower’s Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens permitted by Section 7.2 and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of the Borrower and all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are in each case, to the extent certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerinterests; (xixii) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety ninety-five percent (9095%) of the present value of the proved all PDP and PDNP Oil and Gas Properties and ninety-five percent (95%) of the Loan Parties present value of all PUD Oil and Gas Properties taken together, as evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the Initial Reserve Report), which have either been recorded of record in the appropriate jurisdictions or the Administrative Agent shall have approved the process for which such Mortgages will be recorded; (xiixiii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiiixiv) Control Account AgreementsAgreements (including, without limitation, the Reserve Account Control Agreement) covering all existing bank accounts, including the Lockbox Account, of the Loan Parties and their Subsidiaries, duly executed by each of the Collateral Agent, a depository bank acceptable to the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xivxv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety eighty percent (9080%) of the present value of all proved PDP and PDNP Oil and Gas Properties and eighty percent (80%) of the present value of all PUD Oil and Gas Properties taken together, as evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing BaseInitial Reserve Report), which shall be in form and substance satisfactory to the Administrative Agent; (xvxvi) true, accurate and complete copies of all Material AgreementsAgreements certified by an officer of the Loan Parties; (xvixvii) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Collateral Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xviixviii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent Agent, in its sole discretion, regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, including prospects, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviiixix) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative AgentAgent at least ten (10) 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 USA Patriot Act; (xixxx) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); (xxi) a copy of an executed commodity hedging agreements with BP Energy Company which evidence meet the minimum thresholds requirements for hedging set forth in Section 7.10; (xxii) the Hedge Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, and duly executed by the parties thereto, including the applicable Approved Counterparty; (xxiii) evidence that Borrower has entered in to a crude oil purchase and sale agreement (“Offtake Agreement”), in form and substance and with an off-taker satisfactory to the Administrative Agent, which shall have at least the same tenor as the loan, including any extensions, and apply to all volumes of Hydrocarbons produced from the Oil and Gas Properties of the Borrower and its Subsidiaries; (xxiv) a payoff letter with respect to the existing loan from Mutual of Omaha, in form and substance satisfactory to the Administrative Agent and including evidence of appropriate documentation relating to the release of all liens under such facility; (xxv) evidence that all filings, notices, recordings and other actions deemed necessary by the Administrative Agent to perfect the liens in the Collateral shall have been made, given or accomplished or arrangements for the completion thereof satisfactory to the Administrative Agent shall have been made and all filing fees and other expenses related to such actions either have been paid in full or arrangements have been made for their payment in full which are satisfactory to the Administrative Agent; (xxvi) all environmental due diligence and reports on the Oil and Gas Properties and be satisfied with the results, in its sole and absolute discretion; (xxvii) evidence satisfactory to the Administrative Agent that the Borrower has a minimum of $1,000,000 of available cash at close for working capital; provided that monies funded into the Reserve Account for the Required Capital Reserve Amount and the Required Debt Service Reserve Amount on the Closing Date will not count towards this minimum working capital requirement; (xxviii) an Approved Initial Acquisition and Development Plan and initial Approved Budget; (xxix) evidence satisfactory to the Administrative Agent that the Borrower has established and funded Reserve Account with the Required Capital Reserve Amount and the Required Debt Service Reserve Amount on the Closing Date satisfactory to the Administrative Agent in its sole discretion; (xxx) evidence that the Borrower has established and designated the Board Observer as required by Section 5.22; (xxxi) evidence satisfactory to the Administrative Agent certain of those unpaid and owing royalty payments and payments owing to trade creditors set forth an officer’s certificate and denoted to be paid as of the Closing Date have been made in full in cash or arrangements have been made for their payment in full which are satisfactory to the Administrative Agent in its sole discretion; and (xxxxxii) such other documents, certificates or information as the Administrative Agent or the Required Majority Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the each Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as Party, (A) attaching (1) certified copies of the Closing Dateits articles or certificate of incorporation, attaching and certifying certificate of organization or limited partnership, or other registered organizational documents, (2) copies of its bylaws, or partnership agreement or limited liability company agreementagreement or comparable organizational documents, and of (3) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (4) certificates of good standing or existence, as may be available from the Secretary of State of its jurisdiction of organization and each other jurisdiction where it is required to be qualified to do business as a foreign corporation and (B) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo LawDLA Piper LLP (US), counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the LendersLenders and any other Person who becomes a Lender pursuant to Section 2.23 or 2.27); (viv) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial BorrowingRevolving Borrowing to be made on the Closing Date, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party the conditions set forth in the Loan Documents are true Sections 3.2(a) and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof3.2(b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectsatisfied; (viv) a duly executed Notice of Borrowing for any initial BorrowingRevolving Borrowing to be made on the Closing Date, together with a report setting forth the sources and uses of the Loans made on the Closing Date; (viivi) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the LEGAL02/42400466v16 transactions contemplated thereby have been obtainedhereby or thereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiivii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30December 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and 2022, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year Years ended September 30December 31, 20162021 and December 31, 2022 and (C) financial projections on an annual basis for the Fiscal Years ending December 31, 2023, December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027; (viii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI as of December 31, 2022, calculated on a pro forma basis (x) as if any Revolving Borrowing to be made on the Closing Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations) and (y) after giving effect to the initial public offering that occurred on January 12, 2023; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partythe Borrower, confirming that each the Borrower and its Subsidiaries (on a consolidated basis) are, and the Loan Party is Parties (on a consolidated basis) are, Solvent before and after giving effect to the funding of any initial Revolving Borrowing to be made on the Closing Date and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with Loan Party; (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (Bxi) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent Agent; (90%xii) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base)a duly executed payoff letter, which shall be in form and substance satisfactory to the Administrative Agent, in connection with the Existing Credit Agreement, with confirmation to the Administrative Agent to its satisfaction that the Existing Credit Agreement shall have been terminated, all commitments of the lenders thereunder to fund additional advances shall have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts shall have been paid in full on the Closing Date, together with any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed pursuant to the Existing Credit Agreement; (xvxiii) true, accurate a copy of the complete currently effective investment policy of each Loan Party and complete copies of all Material Agreementseach Insurance Subsidiary (which investment policy shall be reasonably satisfactory to the Administrative Agent and the Lenders); (xvixiv) at least five (5) days prior to the Closing Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and (xv) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed LEGAL02/42400466v16 to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) evidence of the payment and termination of the Prior Credit Facility, in form and substance satisfactory to Administrative Agent; (v) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvii) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇. ▇▇▇▇▇▇▇ PLLC▇▇▇▇, special Texas counsel to the Loan PartiesVice President, each dated as General Counsel and Secretary of the Closing Date Borrower, addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party conditions set forth in the Loan Documents are true and correct in all material respects paragraphs (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofa), (b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zc) of Section 3.2 including a representation that no event or condition has occurred since the date of the last audited financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to would have a Material Adverse Effect; (viix) a duly executed Notice of Borrowing for any initial Borrowing, if applicable; (viix) a certificate dated the Closing Date and signed by a Responsible Officer, duly executed funds disbursement agreement; (Axi) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation contractual obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required;; and (viiixii) copies of (A) the internally prepared quarterly consolidated financial statements of the Borrower and its Subsidiaries on a consolidated basis subsidiaries for the Fiscal Quarter fiscal years ended 2002, 2003, and 2004, including balance sheets, income and cash flow statements audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and the consolidated financial statements of Borrower and its subsidiaries for the fiscal quarter ending June 30, 2017 in form 2005, and substance reasonably acceptable to such other financial information as the Administrative Agent (together with any supporting data may reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage;request; and (xiii) Control Account Agreements, duly executed by each certificates of insurance issued on behalf of insurers of the Administrative Agent, SunTrust Bank, as depository bank, Borrower and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agentguarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan PartiesBorrower and all guarantors, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesand loss payee, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoappropriate.

Conditions to Effectiveness. The obligations effectiveness of this Agreement and the Lenders willingness of each Lender to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):8.2). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Arranger and (ii) the upfront fees payable to the Lenders in accordance with the fee letter between the Borrower and the Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Subordinated Term Notes payable to each Lender in respect of the Term Loans; (iii) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secretary of the Closing DateBorrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyDocuments; (iiia) certified copies a copy of the articles or charter of the Borrower, certified by the appropriate Governmental Authority and (b) a certificate of incorporation, certificate corporate existence for the Borrower issued by the Illinois Department of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party Financial and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateProfessional Regulation; (ivv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇V▇▇▇▇▇ PLLCPrice P.C., special Texas counsel to the Loan PartiesBorrower, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the LendersLend­ers, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding (w) no Event of any initial BorrowingDefault exists, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party the Borrower set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified datecorrect, and (zy) since the date of the financial statements of the Borrower described in Section 4.4December 31, 2007, there shall have been no change change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, applicable laws in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies the results of (A) the internally prepared quarterly financial statements a recent UCC, tax, judgment and lien searches in respect of the Borrower Borrower, and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016such searches shall reveal no liens of record ; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation duly executed copy of the transactions contemplated to occur on Call Report of the Borrower most recently available as of the Closing Date;, (x) the Guaranty and Security Agreement, duly executed evidence that all Loans will be deemed to be Tier 2 Capital by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)Governmental Authorities; and (xxxi) such other documents, certificates or information agreements and instruments as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality on behalf of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLenders may reasonably request.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Arrangers and the Lenders) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent, the Arrangers or the Initial Lenders. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Term Loan Note payable to such Lender; (iii) the duly Subsidiary Guaranty Agreement and the Indemnity and Contribution Agreement, with each duly executed by each Subsidiary Loan Party and acknowledged by the Borrower; (iv) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylawsbylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyparty and attaching copies of each Note Purchase Agreement and certifying that such Note Purchase Agreements are true and correct copies thereof as in effect on the date hereof; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of corporation and a recent datefailure to be so qualified would have a Material Adverse Effect; (ivvi) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request request; (which opinions will expressly permit vii) copies of each legal opinion delivered to the Borrower by counsel to the Acquired Business, accompanied by reliance by permitted successors and assigns letters in favor of the Administrative Agent, the Issuing Bank Arrangers and the Lenders); (vviii) a certificate dated the Closing Date and signed by a Responsible Officercertificate, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying confirming compliance by the Borrower with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and in the Fee Letter and Commitment Letter among the parties hereto in respect of Term Loan Commitments (B) certifing that all conditions precedent to the Acquisition, other than the funding of the Term Loans, have been satisfied and (C) attaching a true and correct copy of the Existing Credit Agreement, as amended, supplemented or otherwise modified, on or prior to the date hereof; (ix) a solvency certificate from the chief financial officer of the Borrower which shall certify as to the solvency of the Borrower and its Subsidiaries after giving effect to the Acquisition and the other transactions contemplated by this Agreement, all in form and substance satisfactory to the Lenders; (x) a duly executed Notice of Borrowing; (xi) satisfactory evidence that (1x) all material (as reasonably determined by the Arrangers) governmental and other third party consents, approvals, authorizations, registrations and filings and orders (“Consents”) as necessary or, in the discretion of the Closing Date required Arrangers, reasonably advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any each Loan Party, Party in connection with the executionAcquisition, delivery, performance, validity the financing contemplated hereby and enforceability the continuing operations of the Loan Documents or any of the transactions contemplated thereby Borrower and its Subsidiaries shall have been obtained, (2) such Consents, are made or obtained and be in full force and effect effect, and all applicable waiting periods shall have expired, and no investigation expired without any action being taken or inquiry threatened by any governmental competent authority regarding the Commitments that would restrain, prevent or any transaction being financed with the proceeds thereof, which would otherwise impose adverse conditions on the AgreementAcquisition or the financing thereof, is, to the knowledge of the Borrower, ongoing and (3y) attached thereto is a true and correct copy of all such Consents no consent decree regarding the Term Loans or (B) certifying that no such Consents are requiredthe Acquisition shall be in effect on the Closing Date; (viiixii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30ending on October 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and 2003, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year Years ended September 302001, 2016; (ix) a certificate, dated the Closing Date 2002 and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date2003, (C) original certificates evidencing all issued the internally prepared quarterly financial statements of Target and outstanding shares of Capital Stock of all its Subsidiaries owned directly by any Loan Party (on a consolidated basis for any such Subsidiaries that are certificated)the Fiscal Quarter ending on September 30, together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and 2003, (D) acknowledgements with respect to pledged equity interests other than stock of a corporationthe audited consolidated financial statements for Target and its Subsidiaries for the Fiscal Years ended 2000, duly executed by the issuer of such equity interests 2001 and 2002 and (E) the Borrower; (xi) Mortgages duly executed by each applicable Loan Party ’s most recent quarterly report filed with the Securities and evidence satisfactory to Exchange Commission on Form 10-Q for the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2)Fiscal Quarter ending on October 31, covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage;2003; and (xiii) Control Account Agreements, duly executed by each certificates of insurance issued on behalf of insurers of the Administrative Agent, SunTrust Bank, as depository bank, Borrower and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agentguarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any the Borrower and all guarantors. (c) The sources and uses of funds for the Loan Parties, in each case naming Acquisition shall be satisfactory to the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesthe Arrangers (provided, as that the case may beaggregate purchase price shall not exceed $370 million (including fees and expenses not exceeding $10 million in the aggregate)). The Arrangers shall be satisfied that the structure, together with a lender’s loss payable endorsement on property terms and casualty policies conditions of the proposed Acquisition are substantially similar to the structure, terms and conditions in the sale and purchase agreement for the Acquisition delivered to the Administrative Agent and the Arrangers prior to the Closing Date; the Administrative Agent shall have received certified copies of all documents (including all schedules and exhibits thereto) relating to the Acquisition, which documentation shall be in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) Lenders. The Administrative Agent Arrangers shall have received satisfactory evidence that all conditions precedent to the Initial Reserve Report accompanied by Acquisition, other than the certificate described in Section 5.13(c); andfunding of the Term Loans, have been satisfied. (xxd) such No Default or Event of Default shall have occurred or be continuing (after giving pro forma effect for the Acquisition and the financing thereof) under the Credit Agreement. No default or event of default shall have occurred or be continuing (after giving pro forma effect for the Acquisition and the financing thereof) under any other documentsmaterial indebtedness or other agreement of the Borrower, certificates or information as the Administrative Agent its Subsidiaries or the Required Acquired Business. (e) The Lenders shall be satisfied that no event, development or circumstance shall have reasonably requested. Without limiting occurred since January 31, 2003 (the generality date of the provisions most recent audited financial statements delivered to the Lenders as of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender date hereof) that has signed this Credit Agreement shall caused or could reasonably be deemed expected to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to cause a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.212.02): (a) The Administrative Agent and the Lenders shall have received payment of all fees, expenses fees and other amounts due and payable on or prior payable, including, to the Closing Date extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or any other provision of a Loan Documentthe Borrower hereunder. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or an Assistant Secretary of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the setting forth (i) resolutions of its board of directors or other equivalent governing body, or comparable organizational documents with respect to the authorization of such Loan Party to execute and authorizations, authorizing the execution, delivery and performance of deliver the Loan Documents to which it is a party and certifying to enter into the nametransactions contemplated in those documents, title and true signature of each officer (ii) the officers of such Loan Party executing (y) who are authorized to sign the Loan Documents to which it such Loan Party is a party; party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions, (iii) certified copies specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporationincorporation and bylaws of such Loan Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of organization or limited partnershipthe appropriate State agencies with respect to the existence, or other registered organizational documents qualification and good standing of each Loan Party. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, together with certificates duly and properly executed by a Responsible Officer and dated as of good standing or existence, the date of Effective Date. (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be available from requested by the Secretary Administrative Agent) of State of the jurisdiction of organization this Agreement signed on behalf of such Loan Party and party. (f) The Administrative Agent shall have received duly executed Notes payable to the order of each other jurisdiction where such Loan Party is required Lender that has requested a Note in a principal amount equal to be qualified to do business as a foreign corporation, each its Maximum Credit Amount dated as of a recent date;the date hereof. (ivg) a favorable written opinion The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of di Santo Lawthe Security Instruments. (h) The Administrative Agent shall have received the opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Loan PartiesBorrower, and Mani Little Liskow & ▇▇▇▇▇▇▇▇ PLLC, special Texas Louisiana counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably satisfactory to Administrative Agent. (i) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12. (j) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower has received all consents and approvals required by Section 7.03. (k) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a). (l) The Administrative Agent shall have received title information acceptable to the Administrative Agent (together with any supporting data reasonably requested by setting forth the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer status of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect title to the funding of any initial Borrowing and the consummation at least 80% of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present total value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower Report. (based on the value given such proved reserves in the initial Borrowing Base), which m) The Administrative Agent shall be in form and substance satisfactory to reasonably satisfied with the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any environmental condition of the Loan Parties, in each case naming the Administrative Agent as loss payee on property Oil and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters Gas Properties of the Borrower and its Subsidiaries;. (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xixn) The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate covering the certificate matters described in Section 5.13(c8.12(c); and. (xxo) The Administrative Agent shall have received appropriate judgment, tax, bankruptcy and UCC search certificates reflecting no prior judgment or taxes are outstanding or unpaid by the Borrower or Liens encumbering the Properties of the Borrower for each of the following jurisdictions: Louisiana, Texas, and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03. (p) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that all Liens granted in favor of PPVA Black Elk (Cayman) Ltd. as collateral agent thereunder have been released or assigned to Administrative Agent for the benefit of the Lenders. (q) The Administrative Agent shall be reasonably satisfied that the Borrower has commenced the transfer to or establishment with the Administrative Agent, as the case may be, of all of the deposit, escrow and investment accounts of the Borrower and its Subsidiaries. (r) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the BP Intercreditor Agreement, the Second Lien Intercreditor Agreement and the W&T Intercreditor Agreement. (s) The Administrative Agent shall have received such other documents, certificates or information documents as the Administrative Agent or the Required Lenders shall have its special counsel may reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequest.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Effective Date, including upfront fees for the Lenders and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to each Lender only if requested by such Lender at least one (1) Business Day prior to the Closing Date; (iii) delivery of lien searches in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secretary of the Closing DateGeneral Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its (x) the bylaws, or the partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsauthorizations of the Borrower and the General Partner and (y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying by the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyBorrower; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party the Borrower and the General Partner, and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvi) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written opinion of di Santo Law, counsel to the Loan PartiesBorrower, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the General Partner, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate in the form of Exhibit 3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that after giving (A) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained , and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect to and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the funding of Commitments or any initial Borrowingtransaction being financed with the proceeds thereof shall be ongoing, (xB) no Default or Event of Default has occurred and is continuingexists, (yC) no default or event of default exists in respect of any Material Indebtedness, (D) all representations and warranties of each Loan Party the Borrower set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by a Material Adverse Effect or modified by materiality other materiality, in the text thereof) on which case such date, except that any representation representations and warranty which by its terms is made as of a specified date warranties shall be required to be true and correct only as of such specified datein all respects), and (zE) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse EffectEffect and (F) the Closing Date Acquisition has occurred; (viix) a duly executed Notice funds disbursement agreement, together with a report setting forth the sources and uses of Borrowing for any initial Borrowingthe proceeds hereof; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ixx) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partythe General Partner, confirming that each Loan Party the Borrower is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date;; and (xxi) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably extent requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create shall have received, a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days time prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information with respect to the Borrower and the General Partner that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrowers hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lead Arranger. (b) Contemporaneously with the effectiveness of this Agreement, the Note Purchase Agreement shall have become effective and the Borrowers shall have received the proceeds of the Private Placement Indebtedness pursuant to, and in accordance with, the terms and conditions of the Note Purchase Agreement, and the Administrative Agent (or its counsel) shall have received true and correct copies of each of the documents constituting the Private Placement Loan Documents as in effect on the Closing Date, certified as true and correct by a Responsible Officer of C▇▇▇▇▇▇▇. (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) on or prior to the Closing Date, a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) on or prior to the Funding Date, duly executed Notes payable to each Lender, as applicable; (iii) on or prior to the Funding Date, a duly executed Subsidiary Guaranty Agreement from each Subsidiary Loan Party; (iv) on or prior to the Funding Date, a Pledge Agreement duly executed by C▇▇▇▇▇▇▇ covering all of the capital stock of International, together with delivery of the original stock certificates evidencing such shares, undated stock powers executed in blank, and such documents shall be accompanied by such other documents as the Administrative Agent may reasonably request (including without limitation, certificates of incorporation, incumbency certificates of such entities, articles of incorporation, bylaws, other organizational documents, membership operating agreements, opinion letters (including legal opinions of foreign counsel to the relevant Consolidated Parties) and appropriate resolutions of the governing body of any such Foreign Subsidiary); (v) on or prior to the Funding Date, duly executed Payoff Letters, executed by each of the Existing Lenders; (vi) on or prior to the Closing Date, a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Borrower and/or each Subsidiary Loan Party dated as of the Closing Date(or other similar officer for entities other than corporations), attaching and certifying copies of its bylaws, partnership or partnership agreement or limited liability company operating agreement, as the case may be, and of the resolutions of its board boards of directors directors, Board of Managers or other equivalent governing bodypartnership resolutions, or comparable organizational documents and authorizationsas the case may be, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Borrower or Subsidiary Loan Party executing the Loan Documents to which it is a party; (iiivii) on or prior to the Closing Date, certified copies of the certificate or articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational documents of formation or organization of each Borrower and each Subsidiary Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation or formation of such each Borrower and each Subsidiary Loan Party and (x) each other jurisdiction where such Loan Party is required the ownership of property or the conduct of its business requires the Borrowers to be qualified to do business as a (provided that any such foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇good standing certificates for C▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of which are not delivered by the Closing Date addressed to the Administrative Agent, the Issuing Bank may be delivered after such date and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required subject to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.51

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one Business Day prior to the Closing Date) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each of the Loan Documents to be entered into as of the Closing Date (including the UK Law Security Documents but subject to the last paragraph of this Section 3.1) signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary (or, in the case of UK Loan Parties, an authorized signatory) of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(ii), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party Party, executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together (except with respect to UK Loan Parties) with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party Party, and each other jurisdiction where such Loan Party in the case of the Borrower, a certificate from the Secretary of State of New York that the Borrower is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law(x) C▇▇▇▇▇▇, Swaine & M▇▇▇▇ LLP, special New York counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, (y) S▇▇▇▇▇▇▇▇ and May, special English counsel to the Borrower and each UK Loan Party, addressed to the Administrative Agent and each of the Lenders, and covering such English law matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request and (which opinions will expressly permit reliance by permitted successors and assigns of z) G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, LLP (London), special UK counsel to the Administrative Agent, addressed to the Issuing Bank Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Documents and the Lenders)transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding duly executed Notice of Revolving Borrowing for any initial Revolving Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30December 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2020 and (B) the audited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30March 31, 20162020; provided that, the Administrative Agent hereby acknowledges receipt of such copies; (ixvii) a certificate, dated the Closing Date and signed by the chief financial officer a Responsible Officer of each Loan PartyParent, confirming that each Parent and the other Loan Party is Parties on a consolidated basis are Solvent before and after giving effect to the (solely with respect to clauses (a) through (d) of the definition thereof) funding of any initial Revolving Borrowing on the Closing Date and the consummation of the transactions contemplated to occur on the Closing Date; (xviii) subject to the last paragraph of this Section 3.1, the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiariesthe Loan Parties, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCCa Perfection Certificate, tax, judgment, fixture duly completed and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested executed by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing DateParent, (C) to the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) to the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for other than any such Subsidiaries that shares which are certificated)uncertificated) and (E) to the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerblank; (xiix) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien shall have received payment of the principal of and interest on, and all other amounts owing in respect of the Indebtedness under the Existing Credit Agreement shall have been refinanced in full, and all other Indebtedness of Parent or any Subsidiary (subject only to Liens other than Indebtedness permitted by Section 7.2), covering at least ninety percent 7.2 hereof) shall have been (90%or shall be substantially concurrently) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report;paid in full; and (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviiix) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information reasonably requested by the Administrative Agent at least 10 Business Days prior to the Closing Date and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot ActAct and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (xixc) The substantially simultaneously with the funding of the initial Borrowings under this Agreement on the Closing Date, the Acquisition shall be consummated in accordance with the terms of the Merger Agreement, but without giving effect to any alteration, amendment, change, supplement, waiver or consent that are materially adverse to the interests of the Lenders in their capacities as such, in any such case without the consent of Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any alteration, supplement, amendment, modification, waiver or consent that modifies the provisions of the Merger Agreement relating to the definition of “Material Adverse Effect” under the Merger Agreement shall be deemed to be materially adverse to the interests of the Lenders); (d) no Material Adverse Effect (as defined in the Merger Agreement) shall have received occurred since April 14, 2021; (e) the Initial Reserve Report accompanied Specified Representations shall be true and correct in all material respects (or if qualified by the certificate described materiality or “material adverse effect”, in Section 5.13(call respects); and (xxf) such other documents, certificates or information as the Administrative Agent or the Required Lenders Specified Merger Agreement Representations shall have reasonably requestedbe true and correct. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any Collateral (including the creation or perfection of any Lien) is not or cannot be provided on the Closing Date (other than (i) Collateral in which a security interest can be perfected by filing a Uniform Commercial Code financing statement, (ii) a pledge of the capital stock of the Borrower and the Subsidiary Loan Parties with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock certificate or equivalent certificate, and (iii) the delivery and execution of all required forms and documentation necessary to effect all intellectual property security filings (and which shall be in appropriate form for filing) with the United States Patent and Trademark Office or the United States Copyright Office), then the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability and initial funding of Loans on the Closing Date but may instead be delivered and/or perfected as provided in Section 3.3.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including upfront fees for the Lenders and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to each Lender and the Swingline Note payable to the Swingline Lender, in each case, only if requested by such Lender at least one (1) Business Day prior to the Closing Date; (iii) [Reserved]. (iv) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secretary of the Closing DateGeneral Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its (x) the bylaws, or the partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsauthorizations of the Borrower and the General Partner and (y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying by the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyBorrower; (iiiv) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party the Borrower and the General Partner, and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvi) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written legal opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & from ▇▇▇ ▇▇▇▇▇▇▇▇ PLLC, special Texas in-house counsel to the Loan Parties, each dated as on behalf of the Closing Date Borrower, addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the General Partner, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate in the form of Exhibit 3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that after giving (v) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained , and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect to and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the funding of Commitments or any initial Borrowingtransaction being financed with the proceeds thereof shall be ongoing, (xw) no Default or Event of Default has occurred and is continuingexists, (x) no default or event of default exists in respect of any Material Indebtedness, (y) all representations and warranties of each Loan Party the Borrower set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by a Material Adverse Effect or modified by materiality other materiality, in the text thereof) on which case such date, except that any representation representations and warranty which by its terms is made as of a specified date warranties shall be required to be true and correct only as of such specified date, in all respects) and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016;; and (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Partythe General Partner, confirming that each Loan Party the Borrower is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent. (b) The Administrative Agent (or its counsel) shall have received the following, each to be following in form and substance satisfactory reasonably acceptable to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a Subsidiary Guaranty Agreement and Indemnity and Contribution Agreement duly executed by each Subsidiary which is not a Foreign Subsidiary; (iv) a duly executed Security Agreement from Borrower granting Administrative Agent a first priority security interest in the Collateral; (v) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivvii) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇▇ PLLC▇▇▇▇▇▇▇, special Texas P.A. counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as in the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lendersform set forth in Exhibit 3.1(viii); (vviii) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding conditions set forth in paragraphs (a), (b) and (c) of Section 3.2; (ix) certified copies of all agreements, indentures or notes governing the terms of any initial BorrowingMaterial Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; (x) no Default each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Agreement or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified under law or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30Agent to be filed, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary registered or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent recorded in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies create in favor of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens expressly permitted by Section 7.2), covering at least ninety percent shall be in proper form for filing, registration or recordation. (90%xi) duly executed Notices of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report;Borrowing, if applicable; and (xii) Transfer Letters as may be required by the Administrative Agent, a duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretofunds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders Lender to make the Term Loan or the initial Revolving Loan and the obligation of the Issuing Bank to issue the initial Letters Letter of Credit hereunder shall not become effective until is subject to the date on which each receipt by the Lender of the following conditions is satisfied (or waived documents in accordance with Section 10.2):form and substance reasonably satisfactory to the Lender: (a) The Administrative Agent shall have received payment of all fees, expenses this Agreement duly executed and other amounts due and payable on or prior to delivered by the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document.Parties; (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementduly executed Loan Documents; (iic) [reserved]; (d) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement bylaws or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsappropriate officers, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such the Loan Party Parties executing the Loan Documents to which it is a party; (iiie) certified copies of the certificate or articles or certificate of incorporation, certificate of organization or limited partnership, incorporation or other registered organizational charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation or limited liability company, each dated as of a recent dateapplicable; (ivf) a favorable written opinion of di Santo Lawthe Quick Law Group, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders Lender shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vg) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect[Reserved]; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ixh) a certificate, dated as of the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent immediately before and immediately after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing DateTerm Loan; (xi) the Guaranty if applicable, a Notice of Revolving Borrowing and Security AgreementBorrowing Base Certificate, duly executed by the Borrower and each a Responsible Officer of its SubsidiariesBorrower, together with (A) UCC financing statements and reflecting that, among other applicable documents under the laws things, as of all necessary or appropriate jurisdictions with respect to the perfection such date, any advance of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent Revolving Loan shall not result in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borroweran Overadvance; (xij) Mortgages a duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may befunds disbursement agreement, together with a lender’s loss payable endorsement on property report setting forth the sources and casualty policies in form and substance satisfactory to uses of the Administrative Agentproceeds hereof; (xviik) to copies of the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding internally prepared consolidated financial statements of the Borrower and its Subsidiaries for the for the Fiscal Year ended December 31, 2022, including information regarding legal mattersbalance sheets, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities income statements and other legal matters of the Borrower and its Subsidiariescash flow statements; (xviiil) [Reserved]; (m) at least five (5) Business Days days prior to the Closing Datedate of this Agreement, to the extent requested by any Lender or the Administrative Agent, shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Lender under or in respect of applicable “know your customer” and anti-money laundering rules and regulations, legal requirements including the USA Patriot Act; (xix) The Administrative Agent shall have received Act and, if the Initial Reserve Report accompanied by Borrower qualifies as a “legal entity customer” under the certificate described Beneficial Ownership Regulation, a Beneficial Ownership Certification in Section 5.13(c)relation to the Borrower; and (xxn) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have Lender may reasonably requested. Without limiting the generality of the provisions of this Sectionrequest, for purposes of determining compliance with the conditions specified all in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or form and substance satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Conditions to Effectiveness. The obligations effectiveness of this Agreement is subject to the satisfaction, in the sole discretion of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each Administrative Agent, of the following conditions is satisfied (or waived in accordance with Section 10.2):precedent: (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received must receive the following, each to all of which must be satisfactory in form and substance satisfactory content to the Administrative Agent, in its sole discretion: (i) a counterpart of this This Agreement signed duly executed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;▇▇▇▇▇▇▇▇. (ii) a A copy of the Custodial Agreement, the Servicing Agreement, any Bailee Agreements (to the extent applicable), the Pledge Agreement, the Assignment Agreement Documents and the Customers Fee Letter, in each case, duly executed by each party thereto. (iii) A copy of ▇▇▇▇▇▇▇▇’s certificate of organization, together with all amendments, as certified by the Secretary of State of Delaware, a Responsible Officer copy of each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or Borrower’s limited liability company agreementagreement and any other Constituent Documents, together with all amendments, certified by the Secretary or other authorized representative of Borrower, and certificates of good standing dated within thirty (30) days of the resolutions date of its this Agreement. (iv) A copy of a resolution, consent or approval of the manager, board of directors or other equivalent governing bodybody of Borrower authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, each Advance Request and all other agreements, instruments or comparable organizational documents to be delivered by Borrower under this Agreement. (v) A certificate as to the incumbency and authorizationsauthenticity of the signatures of the officers of Borrower executing this Agreement and the other Transaction Documents, and of the Authorized Representatives (the Administrative Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to the Administrative Agent). (vi) A copy of BLK Holding’s certificate of organization, together with all amendments, as certified by the Secretary of State of Delaware, a copy of BLK Holding’s limited liability company agreement and any other Constituent Documents, together with all amendments, certified by the Secretary or other authorized representative of BLK Holding, and certificates of good standing dated within thirty (30) days of the date of this Agreement. (vii) A copy of a resolution, consent or approval of the manager, board of directors or other governing body of BLK Holding authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, each Advance Request and all other agreements, instruments or documents to be delivered by BLK Holding under this Agreement. (viii) A certificate as to the incumbency and authenticity of the signatures of the officers of BLK Holding executing this Agreement and the other Transaction Documents, and of the Authorized Representatives (the Administrative Agent being entitled to rely on that certificate until a new incumbency certificate has been furnished to the Administrative Agent). (ix) A copy of Guarantor’s certificate of trust, together with all amendments, as certified by the Director of the Maryland Department of Assessments and Taxation, Guarantor’s declaration of trust, bylaws, and any other Constituent Documents, together with all amendments, certified by an authorized representative of Guarantor, and certificates of good standing dated within thirty (30) days of the date of this Agreement. (x) A copy of a resolution, consent or approval of the board of directors, sole member or other governing body of Guarantor authorizing the execution, delivery and performance of the Loan Transaction Documents to which it is a party and certifying all other agreements, instruments or documents to be delivered by Guarantor under this Agreement. (xi) A certificate as to the name, title incumbency and true signature authenticity of each officer the signatures of such Loan Party the officers of Guarantor executing the Loan Transaction Documents to which it is a party;. (iiixii) certified copies [Reserved]. (xiii) UCC, federal and state tax lien, bankruptcy and judgment searches of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & appropriate public records for ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to and Guarantor that do not disclose the Loan Parties, each dated as existence of any prior Lien on the Collateral other than in favor of the Closing Date addressed Administrative Agent on behalf of the Secured Parties or as permitted under this Agreement and that are otherwise satisfactory to the Administrative Agent. (xiv) [Reserved]. (xv) Payment of all fees and other amounts due on or prior to the date hereof, including (i) [reserved] and (ii) the Issuing Bank payment of all fees and each expenses and disbursements of Administrative Agent’s counsel, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, and ▇▇▇▇▇, P.C.. (xvi) An opinion from counsel for ▇▇▇▇▇▇▇▇ and Guarantor in form and substance satisfactory to the Administrative Agent concerning, among other matters (1) the legal existence, good standing and qualification to do business of Borrower and Guarantor, (2) the power and authority of Borrower and Guarantor to enter into and perform the Transaction Documents to which they respectively are a party, (3) the authorization of the Lendersindividuals executing and delivering Transaction Documents on behalf of ▇▇▇▇▇▇▇▇ and Guarantor to do so, (4) the enforceability of Borrower’s and Guarantor’s respective obligations under the Transaction Documents, (5) the validity and perfection of the Administrative Agent’s security interest in the Collateral on behalf of the Secured Parties, (6) the non-contravention of Borrower’s and Guarantor’s obligations under the Transaction Documents under ▇▇▇▇▇▇▇▇’s and Guarantor’s charter documents or under any agreements or legal proceedings to which they are a party or by which they are bound, and covering (7) such other matters relating as the Administrative Agent reasonably shall request consistent with loan facilities similar to the Loan loan facility established by this Agreement. (xvii) The establishment of the Collection Account and the Designated Deposit Account at the Account Bank. (xviii) Such financial statements and other information and projections as the Administrative Agent shall have requested. (xix) [Reserved]. (xx) Such documentation reasonably requested by the Lenders (through the Administrative Agent) so that the Guarantor and the Borrower are KYC compliant. (xxi) Copies of UCC-1 financing statements in favor of the Administrative Agent Secured Parties. (xxii) Such other documents as the Administrative Agent reasonably may require, including, without limitation, any other Transaction Document, duly executed and delivered, and evidence satisfactory to the Loan Documents Administrative Agent of the occurrence of any further conditions precedent to the closing of the credit facility established hereby. (b) Neither Borrower nor Guarantor shall have incurred any liabilities, direct or contingent, other than in the ordinary course of its business, since the Audited Statement Date. (c) The Administrative Agent shall be satisfied that the conditions precedent contained in this Section 3.1 and all transactions contemplated hereby shall be in material compliance with, and Borrower shall have obtained all material and appropriate approvals pertaining to, all Applicable Laws, rules, regulations and orders, including, without limitation, all governmental, environmental, ERISA retiree health benefits, workers’ compensation and other requirements, regulations and laws and shall not contravene any charter, by-law, debt instrument or other material contractual obligation of Borrower. (d) The Administrative Agent shall have filed such UCC financing statements, in such jurisdictions, as the Administrative Agent shall have determined to be appropriate in order to perfect the security interest in the Collateral Granted by the Borrower pursuant to this Agreement or any other Transaction Document. (e) The Administrative Agent shall have completed all legal, technical and financial due diligence with respect to the Guarantor and the Borrower and the transactions contemplated therein as in the Transaction Documents and the results thereof shall be satisfactory to the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders);in its sole discretion. (vf) a certificate dated the Closing Date and signed by a Responsible OfficerNo change, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default event or Event of Default circumstance has occurred and is continuingcontinuing that has, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;. (vig) a duly executed Notice No Default or Event of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date Default shall have occurred and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) be continuing as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, would result from this Agreement becoming effective in connection accordance with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoterms.

Conditions to Effectiveness. The obligations effectiveness of this Agreement, as well as the obligation of the Lenders Banks to make the initial Loan Loans hereunder and the obligation of the Issuing Bank Agent to issue the initial Letters of Credit hereunder shall not become effective until be subject to the date on which each satisfaction of the following conditions is satisfied (or waived precedent, in accordance with Section 10.2): (a) The Administrative addition to the applicable conditions precedent set forth in Sections 6.2 and 6.3 below, that the Agent shall have received payment all of all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent, each duly executed and certified or dated as of the date of this Agreement or such other date as is satisfactory to the Agent: (a) The Notes payable to each Bank executed by a duly authorized officer (or officers) of the Company (or Company and Borrowing Subsidiary, if applicable). (b) An affirmation of the Pledge Agreement, together with delivery of any certificate evidencing the stock or Ownership Interest of Foreign Subsidiaries pledged thereby and executed assignments separate from certificate (stock powers) for such certificates. (c) An affirmation of the Guaranties required hereunder, executed by a duly authorized officer of each Subsidiary required to be a Guarantor hereunder. (d) A certificate or certificates of the Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of each Loan Party dated as copy of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and corporate resolution of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, Company authorizing the execution, delivery and performance of the Loan Documents to which it is a party Documents, (ii) an incumbency certificate showing the names and certifying titles, and bearing the namesignatures of, title and true signature of each officer the officers of such Loan Party executing Borrower or Guarantor authorized to execute the Loan Documents to which it is a party; Documents, and (iii) certified copies a copy of the articles Organizational Documents of such Borrower or certificate Guarantor with all amendments thereto. (e) A Certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of Good Standing for the Company and each Loan Party, together with certificates of good standing or existence, as may be available from Guarantor certified by the Secretary of State of or equivalent body in the applicable jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date;incorporation. (ivf) a favorable written An opinion of di Santo Law, counsel to the Loan PartiesCompany, the Guarantors and Mani Little & ▇▇▇▇▇▇▇▇ PLLCany Borrowing Subsidiary, special Texas counsel addressed to the Loan PartiesAgent and the Banks, in substantially the form of Exhibit F. (g) At least five days prior to the date hereof, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall have delivered a Beneficial Ownership Certification in relation to the Company. (h) [Intentionally Omitted.] (i) The Agent shall have received written evidence from the Company and each dated Guarantor affirming their rights, duties and obligations under the Intercreditor Agreement. (j) Payment of all fees and expenses due and payable as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each effectiveness of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent this Agreement under or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of Fee Letters upon the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions effectiveness of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoAgreement.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):9.2). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentCredit Document and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to each Lender; (iii) evidence satisfactory to Administrative Agent that the Existing Credit Agreement has been terminated and all amounts owing to the Lenders thereunder have been paid in full; (iv) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secretary of the Closing DateBorrower in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (iiiv) certified copies of the articles or certificate of incorporation, certificate incorporation of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of organization of such Loan Party the Borrower and each other jurisdiction where such Loan Party is required in which the failure to so qualify and be qualified in good standing would have or would reasonably be expected to do business as have a foreign corporation, each dated as of a recent dateMaterial Adverse Effect; (ivvi) a favorable written opinion of di Santo Law, inside or outside counsel to the Loan PartiesBorrower, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Financial Officer, certifying that after giving effect to the funding of any initial Borrowing, (xA) no Default or Event of Default has occurred and is continuingexists, (yB) all representations and warranties of each Loan Party the Borrower set forth in the Loan Credit Documents are true and correct in all material respects respects, (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zC) since the date of the financial statements of the Borrower described in Section 4.4June 30, 2006, there shall have been no change which that has had or could be reasonably be expected to have a Material Adverse Effect, (D) there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower, any of its Subsidiaries or any of its properties which would have or be reasonably expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its subsidiaries and all operations at such properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or its Subsidiaries, and (c) there are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (viviii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing for any initial Borrowingand a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viiix) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan PartyBorrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Credit Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required;thereof shall be ongoing; and (viiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries subsidiaries on a consolidated basis for the Fiscal Quarter ended ending on June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2006, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries subsidiaries for the Fiscal Year ended Years ending September 30, 2016; (ix) a certificate2003, dated the Closing Date 2004 and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2005.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent Lender shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 the Borrower hereunder or under any other provision of a Loan Document. (b) The Administrative Agent Lender (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative AgentLender: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a duly executed Line of Credit Note payable to the Lender; (iii) a duly executed Stock Pledge and Security Agreement; (iv) a duly executed Loan Closing Statement; (v) a certificate of a Responsible Officer of each Loan Party dated as of the Closing DateOfficer, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, Borrower’s bylaws and of the resolutions of its Borrower’s board of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyDocuments; (iiivi) (a) certified copies of the articles or certificate charter of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower and CBI, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization incorporation of the Borrower and CBI and each other jurisdiction where the Borrower and CBI are required to be qualified to do business as foreign corporations, and (b) certificates of good standing or existence with respect to each Subsidiary of the Borrower and CBI (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Loan Party Subsidiary and each other jurisdiction where such Loan Party Subsidiary is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (vvii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Effective Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (xa) no Default or Event of Default has occurred and is continuingexists, (yb) all representations and warranties of each Loan Party the Borrower as set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations on and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified datethe Effective Date, and (zc) since the date of the financial statements of the Borrower described in Section 4.4December 31, 2016, there shall have been no change change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse EffectEffect and (d) no consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(viii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby; (viviii) a duly executed Notice certified copies of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement applicable laws (other than such as may be required by or under the Securities Exchange Act of Law1934, as amended), or by any Contractual Obligation of any Loan Partythe Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedhereby or thereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments Loans or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis FR Y-9 Report for the Fiscal Quarter period ending December 31, 2016; (B) the Call Report for the period ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2017; and (BC) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30ending December 31, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by results of recent lien searches from the Secretary of State in respect of the Borrower and each of its SubsidiariesCBI, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are searches shall reveal no Liens on any of the Collateral record other than Excepted Liens and Liens expressly permitted pursuant to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the BorrowerSection 7.2; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve ReportMerger Agreement; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information agreements and instruments as the Administrative Agent or the Required Lenders shall have Lender may reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequest.

Conditions to Effectiveness. The obligations of This Amendment shall be effective on the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of Amendment Effective Date only if the following conditions is are satisfied (on or waived in accordance with Section 10.2):before such Amendment Effective Date: (a) The the receipt by the Administrative Agent shall have received payment of this Amendment fully executed by all fees, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Document.parties hereto; (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory payment to the Administrative Agent (which may include telecopy transmission of a signed signature page all fees that are due, including all expenses of Administrative Agent and the Lenders in connection with this Agreement) that such party has signed a counterpart Amendment and any billed fees and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in connection with this AgreementAmendment; (iic) the receipt by the Administrative Agent of a certificate of a Responsible Officer of each Loan Party dated as the Secretary or an Assistant Secretary of the Closing Date, attaching Borrower and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the each Guarantor setting forth (i) resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing with respect to the execution, delivery and performance authorization of the Loan Documents Borrower or such Guarantor to execute and deliver this Amendment and other documents executed in connection with Amendment to which it is a party and certifying to enter into the nametransactions contemplated in those documents, title and true signature of each officer (ii) the officers of such Loan Party executing (y) who are authorized to sign the Loan Documents Amendment and other documents executed in connection with Amendment to which it the Borrower and/or each Guarantor is a party; party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Amendment, (iii) certified copies specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation, certificate incorporation and bylaws of organization or limited partnership, or other registered organizational documents of each such Loan Party, together with certificates of good standing or existence, certified as being true and complete. The Administrative Agent and the Lenders may be available conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Secretary of State of Borrower to the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent datecontrary; (ivd) a favorable written opinion the receipt by the Administrative Agent of di Santo Law, counsel certificates of the appropriate State agencies with respect to the Loan Partiesexistence, qualification and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to good standing of Borrower and each Guarantor; (e) the Loan Parties, each dated as of the Closing Date addressed to receipt by the Administrative Agent, the Issuing Bank and each Agent of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein other documents as the Administrative Agent or the Required Lenders shall its special counsel may reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretorequest.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a certificate of a Responsible Officer of each Loan Party dated as the Secretary or Assistant Secre-tary of the Closing DateBorrower, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, bylaws and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizationsdirectors, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a party; (iiiiv) certified copies of the articles or certificate of incorporation, certificate incorporation of organization or limited partnership, or other registered organizational documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available avail-able from the Secretary of State of the its jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (ivv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC▇▇▇▇▇▇, special Texas counsel to the Loan PartiesBorrower, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the LendersLend-ers, and covering such matters relating to the Loan PartiesBorrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vvi) a certificate certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to confirming compliance with the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party conditions set forth in the Loan Documents are true and correct in all material respects paragraphs (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofa), (b) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (zc) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect3.2; (vivii) a duly executed Notice of Borrowing for any initial Borrowing; (viiviii) a certificate dated the Closing Date and signed by a Responsible Officer, duly executed funds disbursement agreement; (Aix) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Borrower or any Loan Partyof its Subsidiaries, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis and of the Borrower only for the Fiscal Quarter ended June 30ending on March 31, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2006, and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30Years ending December 31, 2016; (ix) a certificate2004 and December 31, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower;2005; and (xi) Mortgages duly executed by each applicable Loan Party a true and evidence satisfactory to the Administrative Agent correct copy of that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2)certain Note Purchase and Master Shelf Agreement, covering at least ninety percent (90%) dated as of the present value date hereof, by and among the Borrower, Prudential Investment Management, Inc. and the purchasers from time to time party thereto governing the issuance of the proved Oil and Gas Properties 2006 Prudential Notes. (c) All “Obligations” (as defined in the Existing Credit Agreement) (other than contingent obligations that by the terms of the Loan Parties evaluated by Existing Credit Agreement survive the Initial Reserve Report; (xiitermination thereof) Transfer Letters as may have been paid in full, or will be required by paid in full with the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each initial funding hereunder. Upon the satisfaction of the Administrative Agentforegoing conditions, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Existing Credit Agreement and all “Commitments” (as defined therein) shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoterminated.

Conditions to Effectiveness. The obligations of the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each other Loan Document signed by or on behalf of each party hereto thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement or such Loan Document; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as of the Closing DateParty, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreementagreement (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such have documents not been amended since last delivered under the Existing Term Loan Agreement and remain in full force and effect), and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan PartyParty (or a certificate from the Secretary or Assistant Secretary of each Subsidiary Guarantor certifying that such certificates have not been amended since last delivered under the Existing Term Loan Agreement and remain in full force and effect), together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (iv) a favorable written opinion of di Santo Law▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank Agent and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowingthe Term Loans on the Closing Date, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any other than those representations and warranties that already are expressly qualified by a Material Adverse Effect or modified by materiality other materiality, in the text thereof) on which case such date, except that any representation representations and warranty which by its terms is made as of a specified date warranties shall be required to be true and correct only in all respects) as of such specified date, with the same effect as if made at and as of that date, except to the extent that such representations and warranties related solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date) and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing[Intentionally Omitted]; (vii) a certificate dated duly executed funds disbursement agreement, together with a report setting forth the Closing Date sources and signed by a Responsible Officer, uses of the proceeds hereof; (Aviii) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viiiix) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June September 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2021, and (B) the audited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2020; (x) a duly completed and executed Compliance Certificate and Pool Certificate, including calculations of the financial covenants set forth in Article VI as of September 30, 20162021, calculated on a pro forma basis as if the Term Loans had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (ixxi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing the Term Loans and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (Bxii) copies of favorable UCC, tax, judgment, judgment and fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral Pool Properties other than Excepted Liens Permitted Encumbrances or the direct and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed indirect Equity Interests in blank and (D) acknowledgements with respect to pledged equity interests each Pool Property Owner other than stock of a corporation, duly executed by the issuer Permitted Encumbrances set forth in clause (i) of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgagedefinition; (xiii) Control Account Agreements, duly executed by each Eligible Real Estate Qualification Documents with respect to all Pool Properties that are not “Pool Properties” under the Existing Term Loan Agreement as of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan PartyClosing Date; (xiv) title information setting forth evidence copies of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base)duly executed payoff letters, which shall be in form and substance satisfactory to the Administrative Agent;, executed by each of the Existing Lenders or the administrative agent under the Existing Term Loan Agreement and any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders thereunder; and (xv) trueevidence of the effectiveness of the Revolving Credit Agreement, accurate and complete copies of all Material Agreementsprior to or concurrently with the Closing Date; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agentdate of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering rules and regulations, Legal Requirements including the USA Patriot Act; (xix) The Administrative Agent shall have received Act and, if Borrower qualifies as a “legal entity customer” under the Initial Reserve Report accompanied by the certificate described Beneficial Ownership Regulation, a Beneficial Ownership Certification in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requestedrelation to Borrower. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of On the Lenders to make the initial Loan and the obligation of the Issuing Bank to issue the initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):Closing Date: (a) The Administrative Agent shall have received payment executed counterparts of all feesthis Agreement and the Guaranty by each Loan Party, expenses and other amounts due and payable on or prior to the Closing Date by Section 2.13(a) and Section 10.3 or any other provision of a Loan Documentas applicable. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (or its i) Debevoise & ▇▇▇▇▇▇▇▇ LLP, substantially to the effect set forth in Exhibit F, and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, PA, special Delaware counsel, substantially to the effect set forth in Exhibit G in each case (A) dated the Closing Date, and (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart copy of this Agreement signed by the certificate or on behalf articles of incorporation, partnership agreement or other constitutive document, including all amendments thereto, of each party hereto or written evidence satisfactory Loan Party, certified as of a recent date by the Secretary of State of the state of its organization or, if consented to by the Administrative Agent (which may include telecopy transmission not to be unreasonably withheld or delayed), by a Secretary or other officer of the relevant Loan Party, and a certificate as to the good standing of each Loan Party as of a signed signature page recent date, from such Secretary of this Agreement) that such party has signed a counterpart of this Agreement; State; (ii) a certificate of a Responsible Officer the Secretary or Assistant Secretary or other authorized officer of each Loan Party dated as the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Closing Dateby-laws, attaching and certifying copies of its bylawspartnership agreement, or partnership agreement or limited liability company agreement, agreement (or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date immediately prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of its board resolutions duly adopted by the Board of directors Directors, members or partners or shareholders (or other equivalent governing body, or comparable organizational documents and authorizations, ) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it such Person is a party and, in the case of the Borrower, the borrowings hereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the namecertificate or articles of incorporation, title partnership agreement or other constitutive document of such Loan Party have 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 true (D) 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 Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other authorized officer executing the Loan Documents certificate pursuant to which it is a partyclause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request at least 5 days prior to the Closing Date; (iiid) certified copies of the articles All Fees, costs and expenses due and payable on or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required prior to be qualified to do business as a foreign corporation, each dated as of a recent date; (iv) a favorable written opinion of di Santo Law, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed (including legal fees and expenses and fees and expenses of any other advisors), to the extent invoiced at least two Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), and other compensation payable to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents Joint Lead Arrangers and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had reimbursed or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed paid by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and hereunder or under any other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released Document on the Closing Date, shall have been paid. (Ce) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests The Security Agreement Supplements and the Borrower; (xi) Mortgages duly executed by Intellectual Property Security Agreements, in each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) case dated as of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative AgentClosing Date, shall have been duly executed by each Loan Party that executes is to be a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, party thereto and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which Security Agreement Supplements shall be in form full force and substance satisfactory effect on the Closing Date, and true and correct copies of such Collateral Documents shall have been delivered to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any . The Collateral Agent on behalf of the Loan Parties, Secured Parties shall have a security interest in the Collateral of the type and priority described in each case naming the Administrative Agent such Collateral Document dated as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act;. (xixf) The Administrative Agent shall have received the Initial Reserve Report results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.01 or have been or will be contemporaneously released or terminated. (g) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 6.07 and the applicable provisions of the Collateral Documents. (h) The Acquisition shall be consummated substantially simultaneously with the effectiveness of this Agreement on the Closing Date and on the terms set forth in the Merger Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Lenders or the Required Lenders shall have reasonably requested. Without limiting Joint Lead Arrangers without the generality prior written consent of the provisions of this Section, for purposes of determining compliance with Joint Lead Arrangers (it being understood and agreed that any reduction in the conditions specified Merger Consideration (as defined in this Section, each Lender that has signed this Credit Agreement the Merger Agreement) shall be deemed to be a modification which is materially adverse to the Lenders (other than any such reduction that is (x) in an amount less than 10% of the Merger Consideration and (y) allocated (i) 70% of such reduction to reduce on a dollar-for-dollar basis the Facility, the Senior Unsecured Notes, the New Senior Secured Notes and the Holdco Senior Unsecured Notes (allocated among the foregoing as determined by the Joint Lead Arrangers) and (ii) 30% of such reduction to reduce on a dollar-for-dollar basis the Equity Contribution))). The Administrative Agent shall have consented toreceived copies of the Merger Agreement and all certificates, approved ofschedules and exhibits thereto, accepted certified by a Financial Officer as being complete and correct. The Equity Contribution shall have been made in at least the amount specified in the definition of such term in Section 1.01. (i) All amounts due or outstanding in respect of the Existing Unsecured Notes shall have been satisfied (or substantially simultaneously with each document the effectiveness of this Agreement shall be) repurchased or other matter required thereunder called for redemption (and, with such call for redemption to be consented toirrevocable and accompanied within one Business Day of the Closing Date by a defeasance or a discharge of the obligations of the relevant issuer under the related indenture in accordance with the terms of such indenture). The Borrower and WMG Holdings shall have deposited on the Closing Date in an escrow account with the indenture trustee for the Existing Unsecured Notes or an escrow agent reasonably satisfactory to the Joint Lead Arrangers on such terms reasonably satisfactory to the Joint Lead Arrangers the maximum amount of cash required to redeem the Existing Unsecured Notes that are outstanding on the Closing Date (the “Non-Tendered Existing Unsecured Notes”), approved including any applicable premium, and make payments of principal and interest on all such Non-Tendered Existing Unsecured Notes up to the date of redemption, and such cash shall remain in trust or in escrow until such time as it is used to repurchase such notes in an optional redemption, an irrevocable notice of which will be sent to the holders thereof immediately after the Closing Date. (j) The Administrative Agent and the Joint Lead Arrangers shall have received (i) GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2008, 2009 and 2010 fiscal years (and, to the extent available, the related unaudited consolidating financial statements) and each subsequent fiscal year ended at least 45 days before the Closing Date and (ii) GAAP unaudited consolidated and (to the extent available) consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter ended at least 30 days before the Closing Date. (k) The Administrative Agent and the Joint Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to clause (j) above, 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 other financial statements). (l) The Administrative Agent and the Joint Lead Arrangers shall have received a certificate from the chief financial officer of the Borrower substantially in the form attached as Exhibit H certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent. (m) Since September 30, 2010, there shall not have occurred any Company Material Adverse Effect except (i) as disclosed in the Company SEC Reports (as defined in the Merger Agreement) filed with the SEC on or after September 30, 2009 and prior to the date hereof, other than any disclosures contained under the captions “Risk Factors” or “Forward Looking Statements” to the extent that such disclosures are general in nature or cautionary, predictive or forward-looking in nature, or (ii) as set forth on the Company Disclosure Letter (as defined in the Merger Agreement). (n) (i) The Specified Representations shall be true and correct in all material respects on the Closing Date giving effect to the Transactions, (ii) such of the representations and warranties made by or acceptable on behalf of the Company in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or satisfactory any of its Affiliates) has the right to terminate or not complete its obligations under the Merger Agreement as a Lender unless result of a breach of such representations in the Merger Agreement, shall be true and correct in all material respects and (iii) the Administrative Agent shall have received notice a certificate from such Lender prior a Responsible Officer of the Borrower certifying as to the proposed matters set forth in this Section 4.02(n). (o) The Joint Lead Arrangers shall have received evidence reasonably satisfactory to them that the Company and its Subsidiaries shall have used no more than $195,000,000 in Pre-Closing Date specifying its objection thereto.Cash (as defined below) in connection with the Transactions (such usage of Pre-Closing Cash being referred to herein as

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2):). (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable on or prior to the Closing Date Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent actually incurred) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision Loan Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and Banc of a Loan DocumentAmerica Securities LLC, as Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) the Subsidiary Guaranty Agreement duly executed by each Material Subsidiary that is not a Foreign Subsidiary; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than Wachovia Bank, N. A.) or the agent thereof, together with all releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders; (v) a certificate of a Responsible Officer the Secretary or Assistant Secretary of each Loan Party dated as in the form of the Closing DateExhibit 3.1(b)(v), attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, Charter Documents and of the resolutions of its board boards of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iiivi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan PartyCharter Documents, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateParty; (ivvii) a favorable written opinion of di Santo Law▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLC, special Texas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (vviii) a certificate in the form of Exhibit 3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuingexists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (viix) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (viix) a certificate dated duly executed funds disbursement agreement, together with a report setting forth the Closing Date sources and signed by a Responsible Officer, uses of the proceeds hereof; (Axi) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or any Charter Document or by any material Contractual Obligation of any each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority Governmental Authority regarding the Commitments this Agreement or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredhereof shall be ongoing; (viiixii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30Years ending 2004, 2016; (ix) a certificate2005, dated the Closing Date 2006 and signed 2007 including balance sheets, statements of income, stockholders’ equity and cash flows, all in reasonable detail and reported on by the chief financial officer independent public accountants of each Loan Party, confirming that each Loan Party is Solvent before nationally recognized standing and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together in accordance with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a MortgageGAAP; (xiii) Control Account Agreements, a duly completed and executed by each certificate of the Administrative Agenttype described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of December 31, SunTrust Bank, as depository bank, and the applicable Loan Party2007; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value certified copies of all proved Oil agreements, indentures or notes governing the terms of any Material Indebtedness (and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower for purposes of this clause (based on the value given such proved reserves in the initial Borrowing Base)xiv) only, which Material Indebtedness shall be in form determined on an individual and substance satisfactory not an aggregate basis) and all other material agreements, documents and instruments to the Administrative Agentwhich any Loan Party or any of its assets are bound; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, in form insurance issued on behalf of insurers of the Borrower and detail acceptable to the Administrative Agentall Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)Guarantors; and (xxxvi) such other documentsthe absence of any litigation, certificates investigation or information as proceeding of or before any arbitrators or Governmental Authorities pending against or, to the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality knowledge of the provisions Borrower, threatened in writing against the Borrower or any of this Sectionits Subsidiaries that could reasonably be expected to have, for purposes of determining compliance with either individually or in the conditions specified in this Sectionaggregate, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoMaterial Adverse Effect.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement as provided herein, and the obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial Letters any Letter of Credit hereunder hereunder, shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses fees and other amounts due and payable to the Administrative Agent and the Lenders on or prior to the Closing Date Restatement Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision Loan Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Markets, a division of a Loan DocumentSunTrust Capital Markets, Inc., as Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of a Responsible Officer of duly executed Note payable to each Loan Party dated as of the Closing Date, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of Lender requesting such Loan Party executing the Loan Documents to which it is a partyNote; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party duly executed Guaranty Agreement and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent dateContribution Agreement; (iv) a favorable written opinion payment in full of di Santo Lawall Loans and all accrued interest, counsel to the Loan Partiesfacility fees, letter of credit fees, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCother fees, special Texas counsel to expenses and amounts owing under the Loan Parties, each dated as of Existing Credit Agreement through the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)Restatement Date; (v) a certificate dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Borrowing, (x) no Default or Event of Default has occurred and is continuing, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect[intentionally omitted]; (vi) a duly executed Notice of Borrowing for any initial Borrowing; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended September 30, 2016; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrower; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent, duly executed by each Loan Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvi) certificates of insurance, all in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of covering the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policies, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies in form and substance satisfactory to the Administrative Agent; (xvii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters properties of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (xix) The Administrative Agent shall have received the Initial Reserve Report accompanied by the certificate described in Section 5.13(c); and (xx) such other documents, certificates or information as the Administrative Agent or the Required Lenders shall have reasonably requested. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loan Loans and the obligation of the Issuing Bank to issue the initial any Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Restatement Date for which invoices have been presented, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Arranger and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by Section 2.13(a) and Section 10.3 or the Borrower hereunder, under any other provision of a Loan DocumentDocument and under any agreement with the Administrative Agent or the Sole Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) a certificate of a Responsible Officer of each Loan Party dated as of the Closing DateRestatement Date of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its bylaws, or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of corporation where the failure to be so qualified would reasonably be expected to have a recent dateMaterial Adverse Effect; (iv) a favorable written opinion dated as of di Santo Lawthe Restatement Date from Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, and Mani Little & ▇▇▇▇▇▇▇▇ PLLCand, special Texas if reasonably requested by the Administrative Agent, customary local counsel opinions with respect to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders)request; (v) a certificate dated the Closing Restatement Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any the initial Revolving Borrowing, (xA) no Default or Event of Default has occurred exists and is continuing, (yB) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, and (z) since the date of the financial statements of the Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effectcorrect; (vi) a duly executed Notice of Borrowing for any initial Revolving Borrowing, together with, if applicable, a report setting forth the sources and uses of the proceeds thereof; (vii) a certificate dated the Closing Date and signed by a Responsible Officer, (A) certifying that (1) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) as of the Closing Date required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtainedthereby, (2) and such Consentsconsents, are approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof, which would impose adverse conditions on the Agreement, is, to the knowledge of the Borrower, ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are requiredthereof shall be ongoing; (viii) copies of (A) the internally prepared quarterly financial statements of the Borrower Parent and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended June September 30, 2017 in form and substance reasonably acceptable to the Administrative Agent (together with any supporting data reasonably requested by the Administrative Agent) 2017, and (B) the audited consolidated financial statements for the Borrower Parent and its Subsidiaries for the Fiscal Year Years ended September 30December 31, 2014, December 31, 2015, and December 31, 2016; (ix) a certificate, dated the Closing Restatement Date and signed by the chief financial officer of each Loan PartyParent, confirming that each Loan Party is Parent and its Subsidiaries on a consolidated basis are Solvent before and after giving effect to the funding of any the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Restatement Date; (x) the Guaranty and Security Agreement, Agreement duly executed by the Borrower and each of its Subsidiariesparty thereto, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security AgreementCollateral Documents, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment, fixture and real property judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, Parties as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens Permitted Encumbrances and Liens to be released on the Closing Restatement Date, (C) an Information and Collateral Disclosure Certificate, dated as of the Restatement Date and duly completed and executed by the Loan Parties, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable, (E) to the extent not delivered before the Restatement Date, original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries Subsidiaries, owned directly by any Loan Party (for or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 66% of the issued and outstanding voting Capital Stock of such Subsidiaries that are certificatedForeign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable), together with and (F) to the extent not delivered before the Restatement Date, stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed by the issuer of such equity interests and the Borrowerblank; (xi) Mortgages duly executed by each applicable Loan Party and evidence satisfactory to the Administrative Agent that such Mortgages create a first-priority Lien (subject only to Liens permitted extent not delivered before the Restatement Date, Account Control Agreements required by Section 7.2), covering at least ninety percent (90%) of the present value of the proved Oil and Gas Properties of the Loan Parties evaluated by the Initial Reserve Report; (xii) Transfer Letters as may be required by the Administrative Agent5.11, duly executed by each Loan Permitted Third Party that executes a Mortgage; (xiii) Control Account Agreements, duly executed by each of the Administrative Agent, SunTrust Bank, as depository bank, Bank and the applicable Loan Party; (xiv) title information setting forth evidence of satisfactory title on the proved Oil and Gas Properties of Loan Parties as requested by the Administrative Agent representing not less than ninety percent (90%) of the present value of all proved Oil and Gas Properties evaluated in the Initial Reserve Report provided by the Borrower (based on the value given such proved reserves in the initial Borrowing Base), which shall be in form and substance satisfactory to the Administrative Agent; (xv) true, accurate and complete copies of all Material Agreements; (xvixii) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee on property and casualty policies or additional insured on liability insurance policiesinsured, as the case may be, together with a lender’s loss payable endorsement on property and casualty policies additional insured endorsement in form and substance reasonably satisfactory to the Administrative Agent; (xviixiii) to the extent reasonably requested by the Administrative Agent, due diligence information satisfactory to the Administrative Agent regarding the Borrower and its Subsidiaries including information regarding legal matters, tax matters, accounting matters, business matters, financial matters, insurance matters, labor matters, ERISA matters, pension liabilities (actual or contingent), material contracts, debt agreements, property ownership, contingent liabilities and other legal matters of the Borrower and its Subsidiaries; (xviii) at least five (5) Business Days prior to the Closing Date, to the extent requested by any Lender or the Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; , at least five (xix5) The Business Days prior to the Restatement Date to the extent that such documentation and information was requested by Administrative Agent shall have received at least ten (10) Business Days prior to the Initial Reserve Report accompanied by the certificate described in Section 5.13(c)Restatement Date; and (xxxiv) such all certificates and other documents, certificates or information documentation required by Section 2.20 to be delivered by each Lender as of the Administrative Agent or the Required Restatement Date. (c) The Lenders shall have reasonably requestedcompleted, to their satisfaction, all business, financial, collateral, regulatory and legal due diligence with respect to the Loan Parties and the Subsidiaries. Without limiting the generality of the provisions of this SectionSection 3.1, for purposes of determining compliance with the conditions specified in this SectionSection 3.1, the Administrative Agent and each Lender that has signed this Credit Agreement shall be deemed to have (i) consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to the Administrative Agent and/or a Lender and (ii) consented to the replacement of its Loans (as defined in and under the Existing Credit Agreement) with the Loans hereunder, in each case, by means of a “cashless roll” by such Lender pursuant to settlement mechanisms approved by the Administrative Agent and such replacements shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement, in each case, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Restatement Date specifying its objection thereto.