Common use of Documentation Clause in Contracts

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to the order of each Lender requesting a Note; (ii) in the Guaranty executed by amount of its Commitment, the Borrower and all Subsidiaries existing on Guaranties, the Closing Date; (iii) Pledge Agreement, the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementAgreements, and Mortgages encumbering at least 80% (Cby value) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties with such insurance carriersin connection therewith, for such amounts and covering such risks as required by Section 5.3each of the other Loan Documents, and all attached exhibits and schedules; (viii) a certificate from an authorized officer favorable opinion of the Borrower Borrower’s, its Subsidiaries’ and the Guarantors’ counsel dated as of the Closing Date stating that date of this Agreement and substantially in the form of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of such the date of this Agreement by a Responsible Officer of the Borrower of (A) all representations and warranties the resolutions of the Board of Directors of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable approving the Loan Documents to any representations and warranties that already are qualified or modified by materiality in which the text thereof)Borrower is a party, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s the certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsof incorporation of the Borrower, (C) organizational documents, the bylaws of the Borrower and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Credit Note, and the other Loan Documents; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which such Person the Borrower is a party; (viiiv) certificates copies, certified as of good standing for the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions Guarantor of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel the resolutions of the Board of Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.which it is a party,

Documentation. The Administrative Agent shall have received Subject to Section 6.03 hereof, the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory Borrower may apply to the Administrative Agent Bank for Advances, Credit Products, Derivative Transactions and Other Products in accordance with the Lenders: Credit and Collateral Policy. The final terms of any Advance, Credit Product, Derivative Transaction or Other Product shall be conclusively established by this Agreement and any Confirmation and Supplemental Documentation related thereto. Any Obligor shall be estopped from asserting any claim or defense with respect to the terms of any Confirmation or other Supplemental Documentation that is not required to be signed by the Borrower applicable to any Advance, Credit Product, Derivative Transaction or Other Product unless, within the earlier of (i) this Agreement any time period specified in any Confirmation or Supplemental Documentation relating thereto and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) five (5) business days of receipt of the Guaranty executed final documents relating to such product or service, the Borrower delivers to the Bank a written notice specifying the disputed term(s) or condition(s) of the Advance, Credit Product, Derivative Transaction or Other Product. Upon the request of the Bank, or as provided in the Credit and Collateral Policy, the Borrower shall sign and deliver to the Bank a promissory note or notes and such other Supplemental Documentation in such form as the Bank may reasonably require evidencing any Advance, Credit Product, Derivative Transaction or Other Product. Unless otherwise agreed by the Borrower Bank in writing, all Advances shall be made by crediting the Borrower’s demand deposit account(s) with the Bank. All Borrowing Documents shall be deemed to have been executed and delivered in Atlanta, Georgia, and all Subsidiaries existing on payments made under the Closing Date; Borrowing Documents shall be deemed to have been made in Atlanta, Georgia. The Bank’s obligation to fund any portion of any approved Advance, issue any approved letter of credit, guaranty or financial accommodation relating to a Credit Product or continue under any Derivative Transaction or Other Product shall be subject to (i) continuing compliance by the Obligors with the terms and provisions of this Agreement (ii) there having occurred no Event of Default hereunder and (iii) the Security Agreement executed continuing satisfaction by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Obligors of the issued credit and outstanding Equity Interests of each collateral considerations of the Borrower’s Subsidiaries required in connection with Bank and the Security Agreement, eligibility requirements and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest policies prescribed in the Collateral; (iv) appropriate UCC Act, the Regulations and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestCollateral Policy.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by all Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 80% (other than Permitted Liensby PV10) encumbering the properties of the Borrower Credit Parties’ Proven Reserves described in the initial Independent Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and its SubsidiariesGas Properties comprising such Proven Reserves); (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3; (vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower any Credit Party set forth in this Agreement and in each of the other 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 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) only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 Sections 3.1(b), (d) and (g) have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and; (x) the initial Independent Engineering Report dated no earlier than December 31, 2014, which report shall be acceptable to the Administrative Agent; (xi) the Pledge Agreement executed by the Borrower and the Guarantors, as applicable, together with any pledged stock or membership interest certificates and instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests; (xii) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by each Wyeville Drop Down Entity and each other Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual fully executed Mortgages covering all fee owned real property search reports for the Borrower and its Subsidiaries of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no prior Liens (on such real property other than Permitted Liens, (B) encumbering a flood determination certificate issued by the properties appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (C) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Borrower Federal Reserve Board, and its Subsidiariesall official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Administrative Agent together with copies of endorsements of the Credit Parties’ insurance policies maintained pursuant to Section 5.3 as required reasonably requested by Section 5.3the Administrative Agent; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b), (e), (m)(i) and (ii), and (n) have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyOrganization Documents; (viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇, P.C., ▇▇ L.L.P. as Oklahoma Texas counsel to the Credit Parties, Parties and (DB) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇▇▇▇ Van Deuren s.c., as Wyoming Wisconsin counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (x) a copy of a registration rights agreement, omnibus agreement, and underwriting agreement in substantially the same form as the applicable exhibits attached to the Registration Statement, certified as of the Effective Date by an authorized officer of the Borrower (x) as being true and correct copies of such documents and (y) as being in full force and effect; (xi) copies of the Wyeville Drop Down Documents, certified as of the Effective Date by an authorized officer of the Borrower (x) as being true and correct copies of such documents, (y) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (xii) letter of credit applications or amendments to the Existing Letters of Credit, as applicable, and such other documents and instruments of transfer as the Administrative Agent and the Issuing Lender deem necessary to effectuate the deemed issuance of the Existing Letters of Credit hereunder; and (xxiii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date, including Aly Operating, Austin Chalk Corp., and Aly Centrifuge; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments as the Administrative Agent may request which are necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such all insurance carriers, for such amounts and covering such risks as policies required by Section 5.3; (viv) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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)correct, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met (with the assumption that, as to any conditions precedent that are subject to the satisfaction, or waivedat the request of, the Administrative Agent or the Lenders, the Administrative Agent and the Lenders are satisfied and have made all necessary or desired requests); (viivi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, required to be obtained by such Credit Party with respect to the Credit Documents to which such Person is a party; (viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ixviii) a legal opinions opinion of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, P.C. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each Parties in form and substance reasonably acceptable to the Administrative Agent; (ix) copies, certified by a Responsible Officer of the Borrower, of the Centrifuge Acquisition Agreement and other Centrifuge Acquisition Documents, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (x) the Assumption Agreement executed by the Borrower and the Existing Borrower; and (xxi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative DIP Facility will be governed by, and documented pursuant to, and the DIP Obligations shall be secured and guaranteed pursuant to terms set forth in, as applicable, a credit agreement (the “DIP Credit Agreement”), an interim order entered by the Bankruptcy Court approving the DIP Facility on an interim basis (the “Interim DIP Order”), a final order entered by the Bankruptcy Court approving the DIP Facility on a final basis (the “Final DIP Order”, and together with the Interim DIP Order, the “DIP Orders”), and such other definitive agreements, documents and instruments (including, as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees and mortgages) as are, in each case, usual and customary for debtor-in-possession financings of this type, necessary or desirable to effectuate the financing contemplated hereby and/or otherwise required by the Required DIP Commitment Parties or the DIP Agent (such agreements, documents and instruments, together with the DIP Credit Agreement and the DIP Orders, collectively, the “DIP Loan Documents”); provided, that, each DIP Loan Document shall have received the following, duly executed by all the parties thereto, be in form and substance reasonably satisfactory to the Administrative Agent and Required DIP Commitment Parties and, subject to the Lenders: foregoing, shall be based on the corresponding definitive documentation governing the Prepetition Senior Lien Obligations (including, for the avoidance of doubt, the Prepetition Senior Lien Credit Agreement), subject to such modifications (in each case, satisfactory to the Required DIP Commitment Parties) as are (i) required to give effect to, and reflect, the terms and provisions set forth in, this Agreement DIP Term Sheet and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) usual and customary for debtor-in-possession financings, and/or otherwise necessary or desirable to effectuate the Guaranty executed by financing contemplated hereby and/or to reflect the Borrower capital structure and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all operational requirements of the issued and outstanding Equity Interests of each of Loan Parties (the Borrower’s Subsidiaries required in connection with foregoing standards, the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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“Documentation Principles”), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals or telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement Agreement, the Company Guaranty, the Domestic Subsidiary Guaranty, each UK Subsidiary Guaranty, each Canadian Subsidiary Guaranty, each Spanish Subsidiary Guaranty, and all attached Exhibits and Schedules each Luxembourg Subsidiary Guaranty, each sufficient in number for distribution to the Administrative Agent, each Lender and the Notes payable to each Lender requesting a NoteBorrower; (ii) the Guaranty a Term Note executed by the Company and a Revolving Credit Note executed by the Company and each Initial Designated Borrower and all Subsidiaries existing on the Closing Datein favor of each Lender requesting Notes; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Datesuch certificates of resolutions or other action, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Loan Party is a party; (iv) appropriate UCC such documents and intellectual property search reports for certifications as the Borrower Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Company, each Domestic Subsidiary Guarantor and (to the extent such concept applies) each other Subsidiary Guarantor is validly existing, in good standing (to the extent applicable) and qualified to engage in business in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization; (v) certificates a favorable opinion of insurance naming Sidley Austin LLP, counsel to the Loan Parties, and such other favorable opinions of counsel to the Subsidiary Guarantors as the Administrative Agent as loss payee with respect may reasonably require, each addressed to property insurance, or additional insured with respect to liability insurancethe Administrative Agent and each Lender, and covering each as to such matters concerning the Borrower’s Loan Parties and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks the Loan Documents as required by Section 5.3the Administrative Agent may reasonably request; (vi) a certificate from an authorized officer of the Borrower dated as a Responsible Officer of the Closing Date stating that as of such date each Loan Party either (A) attaching copies of all representations consents, licenses and warranties approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Borrower set forth Loan Documents to which it is a party, and such consents, licenses and approvals shall be in this Agreement are true full force and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified effect, or modified by materiality in the text thereof), (B) stating that no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met such consents, licenses or waivedapprovals are so required; (vii) a secretary’s certificate from each Credit Party signed by a Responsible Officer of the Company certifying such Person’s (A) officers’ incumbencythat the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) authorizing resolutionsthat there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, (C) organizational documentseither individually or in the aggregate, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;Material Adverse Effect; and (viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificatesthe L/C Issuers, agreements, and lien searches as any the Swing Line Lender Party or the Required Lenders reasonably may reasonably requestrequire.

Documentation. The Administrative Exit Term Loan Facility will be governed by, and documented pursuant to, and the Exit Term Loan Obligations shall be secured and guaranteed pursuant to terms set forth in, as applicable, a credit agreement (the “Exit Term Loan Credit Agreement”) and such other definitive agreements, documents and instruments (including, as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees and mortgages) as are, in each case, usual and customary for financings of this type, necessary or desirable to effectuate the financing contemplated hereby and/or otherwise required by (a) the Required DIP Lenders and the Requisite Consenting Lenders, prior to the Closing Date, and (b) following the Closing Date, the Required Exit Term Loan Lenders (as defined below) or the Exit Term Loan Agent (as applicable, the “Required Parties”) (such agreements, documents and instruments, together with the Exit Term Loan Credit Agreement, collectively, the “Exit Term Loan Documents”); provided, that, each Exit Term Loan Document shall have received the following, duly executed by all the parties thereto, be (x) in form and substance reasonably satisfactory to the Administrative Agent Required Parties and (y) subject to the Lenders: foregoing, based on the corresponding definitive documentation governing the credit facility provided pursuant to the Prepetition Priming Credit Agreement, subject to such modifications (in each case, satisfactory to the Required Parties) as are (i) required to give effect to, and reflect, the terms and provisions set forth in, this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; Exit Term Loan Facility Term Sheet and/or (ii) the Guaranty executed necessary or desirable, or otherwise required by the Borrower and all Subsidiaries existing on Required Parties, to effectuate the Closing Date; (iii) financing contemplated hereby and/or to reflect the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all pro forma capital structure of the issued and outstanding Equity Interests of each Loan Parties, the size of the Borrower’s Subsidiaries required in connection with Exit Term Loan Facility, the Security Agreement, business plan and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties operations of the Borrower and its Subsidiaries; group (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insuranceforegoing standards, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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“Documentation Principles”), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent place of closing: Ulsteinvik (a) In exchange for payment of the Purchase Price the Sellers shall have received provide the following, duly executed by all Buyers with the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersfollowing delivery documents: (i) this Agreement Legal ▇▇▇▇(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all attached Exhibits mortgages, encumbrances and Schedules maritime liens or any other debts whatsoever, duly notarially attested (including confirmation by the notary of the signatorys true signature and authority to sign); and legalised or apostilled, as required by the Notes payable to each Lender requesting a NoteBuyers’ Nominated Flag State; (ii) the Guaranty executed Evidence that all necessary corporate, shareholder and other action has been taken by the Borrower Sellers to authorise the execution, delivery and all Subsidiaries existing on the Closing Dateperformance of this Agreement; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Power of Attorney of the issued and outstanding Equity Interests of each Sellers appointing one or more representatives to act on behalf of the Borrower’s Subsidiaries required Sellers in connection with the Security performance of this Agreement, duly notarially attested and legalised or apostilled (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralas appropriate); (iv) appropriate UCC and intellectual property search reports for If the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Vessel has been registered in the properties ownership of the Borrower Sellers, and its Subsidiariesto the extent necessary, a Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) certificates To the extent possible, a Declaration of insurance naming Class or (depending on the Administrative Agent Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to on or immediately after delivery confirming that the Vessel is in Class free of condition/recommendation, save for minor conditions/recommendations as loss payee with respect per clause 11; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to property insurancethe form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or additional insured with respect to liability insurance, expense as a result of discrepancies between the original approved document and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;this computer generated document. (vi) If the Vessel has been registered in the ownership of the Sellers, a Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate from an authorized officer or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered. If the Vessel has not been registered in the ownership of the Borrower dated as Sellers, the Sellers shall provide a confirmation of the Closing Date stating that same, in such form and with such attestation as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedBuyers’ Nominated Flag State requires; (vii) If the Vessel has been registered in the ownership of the Sellers, a secretaryA copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from each Credit Party certifying such Personthe Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyregistry; (viii) certificates of good standing Commercial Invoice for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateVessel; (ix) legal opinions Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (Axi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPAny additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel or by the Buyers’ bank, provided the Buyers notify the Sellers of any such documents as special counsel to soon as possible within a reasonable time after the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentdate of this Agreement; and (xxii) such The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. (xiii) Current company certificate of the Sellers or other documents, governmental certificates, agreementsdocument evidencing who the Board of Directors consist of; (xiv) Current Articles of Association; (xv) Originals of all documents to be delivered to the Sellers pursuant to the Shipbuilding Contract at the time of delivery of the Vessel from the Builder to the Sellers; and (xvi) Notice and acknowledgement of assignment of i) all warranties and guarantees, and lien searches ii) all benefits under article XIV, both under the Shipbuilding Contract, signed by the Sellers and the Builder. The notice and acknowledgement of assignment shall be as Appendix 1A and 1B to this Agreement; (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any Lender Party of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the interim classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel and/or at the premises of the Builder. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies. (f) Other technical documentation which may reasonably be in the Builder’s or the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books (if applicable) but the Buyers have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to each requesting Lender or its registered assigns in the amount of its Commitment, the Guarantee and Collateral Agreement, account control agreements required pursuant to Section 5.12, and each of the other Loan Documents, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) copies, certified as of the Guaranty executed date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of the general partner of the Borrower of (A) the resolutions of the members of the general partner of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate of formation and the limited partnership agreement of the Borrower, (C) the certificate of formation and the limited liability company agreement of the general partner of the Borrower, and (D) all Subsidiaries existing on other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Closing DateNotes, and the other Loan Documents; (iii) certificates of the Security Agreement executed by secretary or assistant secretary of the general partner of the Borrower certifying the names and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all true signatures of the issued and outstanding Equity Interests of each officers of the Borrower’s Subsidiaries required in connection with Borrower or general partner of the Security Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and (C) any the other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in which the CollateralBorrower is a party; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the general partner of the Borrower stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and the other 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)respects, (B) no Default has occurred and is continuing; , and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met met; (v) appropriate UCC-1 Financing Statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or waivedinstruments necessary to create an Acceptable Security Interest in such Collateral; (vi) [reserved]; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyInitial Engineering Report; (viii) stock, membership or partnership certificates required in connection with the Guarantee and Collateral Agreement and stock powers executed in blank for each such stock certificate; (ix) certificates of good standing and existence for each Credit Loan Party in (A) the state state, province or territory in which each such Person is organized, and (B) each state, province or territory in which such good standing is necessary, which certificates shall be (A) dated a date not earlier than 30 thirty (30) days prior to Closing Date or (B) otherwise effective on the Closing Date; (ixx) legal opinions a favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, the Borrower’s counsel dated as special counsel to of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each date of this Agreement in form and substance reasonably acceptable to covering such matters as the Administrative AgentAgent may reasonably request; and (xxi) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent and each Lender shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent and each Lender, each of the Lendersfollowing, duly executed: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateNote; (iii) a Subordination Agreement, in the Security Agreement executed by form attached hereto as Exhibit E (the Borrower “Senior Debt Subordination Agreement”), pursuant to which the Administrative Agent and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Lenders agrees to subordinate all of their Obligations from Borrower to Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary debt obligations to create, perfect or maintain an Acceptable Security Interest in the Collateral;Element. (iv) appropriate UCC and intellectual property search reports for a Subordination Agreement, in the Borrower and its Subsidiaries reflecting no prior Liens form attached hereto as Exhibit F (other than Permitted Liens) encumbering the properties “Junior Debt Subordination Agreement”), pursuant to which each of the Subordinated Lenders agrees to subordinate all of their debt obligations from Borrower and its Subsidiariesto ▇▇▇▇▇▇▇▇’s Obligations to Lenders; (v) certificates an Extension Amendment to Promissory Note, in the form attached hereto as Exhibit F-2 (the “Note Extension”), pursuant to which certain of insurance naming the Administrative Agent Subordinated Lenders as loss payee with respect set forth in Exhibit F-1 agrees to property insurance, or additional insured with respect to liability insurance, and covering extend the maturity date of all of their debt obligations from Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable Amendment to any representations and warranties that already are qualified or modified by materiality Option Grant Certificate, in the text thereofform attached hereto as Exhibit G (the “Option Amendment”), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedpursuant to which each Option Holder agrees to amend the terms of Borrower’s obligations pursuant to the option granted to such Option Holder; (vii) a secretaryan Amendment to Common Stock Purchase Warrant, in the form attached hereto as Exhibit H (the “Warrant Amendment”), pursuant to which each Warrant Holder agrees to amend the terms of Borrower’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect obligations pursuant to the Credit Documents warrant granted to which such Person is a partyWarrant Holder; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior with respect to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.an Officer’s Certificate in the form attached as Exhibit I (the “Officer’s Certificate”) or in such form as Administrative Agent or Lenders may reasonably require to establish the due organization, as Oklahoma counsel valid existence and good standing of such party, its qualification to the Credit Partiesengage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party, and the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and the like; (Dix) Draywith respect to each Loan Party, Dyekmansuch documentation as Administrative Agent or Lenders may require to establish the due organization, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.valid existence and good standing of such party, as Wyoming counsel its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a party, and the Credit Partiesidentity, authority and capacity of each responsible official thereof authorized to act on its behalf, including certified copies of charters and amendments thereto, bylaws and amendments thereto, and operating agreements and amendments thereto, certificates of good standing and/or qualifications to engage in form business, certified entity resolutions, incumbency certificates, certificates of responsible officials, and substance reasonably acceptable to the Administrative Agentlike; and (x) such other certificates, documents, governmental certificatesinstruments, agreements, consents and lien searches opinions as any Lender Party Administrative Agent or Lenders may reasonably requestrequire.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to Agreement; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Datesuch certificates of resolutions or other action, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Borrower is a party; (iv) appropriate UCC such documents and intellectual property search reports for certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing and in good standing in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization; (v) certificates favorable opinions of insurance naming ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ LLP and such local counsel as the Administrative Agent shall request, in each case addressed to the Administrative Agent and each Lender, as loss payee with respect to property insurance, or additional insured with respect to liability insurance, such matters concerning the Borrowers and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Loan Documents as required by Section 5.3the Required Lenders may reasonably request; (vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the representations and warranties of the each Borrower set forth contained in this Agreement Article V and contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith are true and correct in all material respects (on and as of the Closing Date, except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such materiality qualifier shall not be applicable to any representations representation or warranty is true and warranties that already are qualified or modified by materiality correct in the text thereof)all respects, (B) that no Default has occurred and is continuing; and (C) all conditions precedent set forth in exists as of the Closing Date or would result from the effectiveness of this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsAgreement, (C) organizational documentsthat there does not exist any pending or threatened action, and suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (1) purports to affect any transaction contemplated under this Agreement or any other Loan Document or the ability of any Borrower to perform its obligations under this Agreement or any other Loan Document or (2) could reasonably be expected to have a Material Adverse Effect, (D) governmental approvalsthat there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, if anyeither individually or in the aggregate, with respect a Material Adverse Effect and (E) as to the Credit Documents to which such Person is a party;current Debt Rating and Consolidated Leverage Ratio; and (viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedother assurances, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date certificates, documents, consents or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Lenders reasonably may reasonably requestrequire.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, and the Notes Lenders party hereto; (2) a Revolving Note payable to each Lender requesting a Notein the amount of such Lender’s Revolving Commitment; (ii3) the Guaranty Second Lien Intercreditor Agreement (as defined in the Credit Agreement attached hereto as Annex A) duly executed by the Borrower and all Subsidiaries existing on the Closing Dateparties thereto; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi4) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the Borrower certifying that: (A) all before and after giving effect to this Amendment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the text thereof)Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to this Amendment, no Default has occurred and is continuing; or Event of Default exists, and (C) all conditions precedent set forth in this Section 3.1 5 have been met or waivedmet; (vii5) a secretary’s certificate from each copy of the Second Lien Loan Agreement (as defined in the Credit Party certifying such Person’s Agreement attached hereto as Annex A) certified as of the Effective Date by a Responsible Officer (A) officers’ incumbencyas being a true and correct copy of such document as of the Effective Date, and (B) as being in full force and effect; (6) copies of the certificate or articles of incorporation, formation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization; (7) a certificate of the Secretary, Assistant Secretary, or Responsible Officer of each Loan Party and the General Partner certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing resolutionsthe execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (7) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (viii8) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or Responsible Officer executing the certificate pursuant to (7) above; (9) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of good standing for each Credit Loan Party in the state in which of organization of each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party; (ix10) legal opinions a duly completed Compliance Certificate signed by a Responsible Officer demonstrating pro forma compliance as of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Effective Date with the covenant set forth in Sections 6.13 of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., Agreement attached hereto as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentAnnex A; and (x11) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The US Administrative Agent and the Canadian Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agents and the Lenders, and, where applicable, fully executed by all parties thereto: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) Ratification Agreements with respect to the Guaranty executed by US Guaranty, the Borrower and all Subsidiaries existing on the Closing Date; (iii) the US Security Agreement executed by and the Borrower and each Subsidiary existing on the Closing DateCanadian Security Agreement, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (viii) certificates of insurance naming the Applicable Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the BorrowerCompany’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (viiv) a certificate from an authorized officer of the Borrower Borrowers dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower Borrowers set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiA) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (Ai) officers’ incumbency, (Bii) authorizing resolutions, (Ciii) organizational documents, and (Div) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be reasonably requested by the Canadian Administrative Agent; (viiivi) certificates of status or good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in the state state, province or territory in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ixvii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the US Administrative Agent; (viii) a legal opinion from outside Canadian counsel to the Canadian Borrower in form and substance reasonably acceptable to the US Administrative Agent; and (xix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received o That the following, duly executed by all the parties thereto, in form Issue and substance reasonably satisfactory to the Administrative Agent Subscription Agreement and the Lenders: (i) this Agreement Registration Rights Agreement, as executed and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing delivered on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all behalf of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementCompany, and (C) any other documents, agreements, agreements or instruments necessary certificates as the Fiat Affiliates may reasonably request (hereinafter referred to create, perfect or maintain an Acceptable Security Interest in as the Collateral; (iv"Closing Agreements") appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties may be entered into with such insurance carriersparties as may be necessary by Jean-Pierre Rosso, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Paolo ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇▇l Lecomte and Rober▇▇ & ▇iotto (▇▇▇▇, ▇▇ "▇▇▇▇▇▇▇▇▇▇ P.C.▇fficer"), which Closing Agreements shall provide for the issuance of the Series A Preference Shares and the retirement of the Debt, as Wyoming counsel well as the granting of registration rights upon demand by the holders from time to time of the Series A Preference Shares and the Underlying Common Shares; o That each Authorized Officer is hereby authorized to execute and deliver the Closing Agreements for and on behalf of the Company, with such changes therein as shall be approved by such Authorized Officer executing the same, his approval to be evidenced conclusively by his execution and delivery thereof, and that each of the Authorized Officers is hereby authorized and directed to take all steps he deems necessary or proper for the purposes of carrying out the Company's obligations under the Closing Agreements; o That each Authorized Officer is hereby authorized and directed to cause to be issued on behalf of the Company the number of Series A Preference Shares to the Credit PartiesFiat Affiliates in exchange for the retirement of the Debt in accordance with the terms of the Issue and Subscription Agreement; o That when certificates for the Series A Preference Shares shall have been issued, recorded, countersigned, and registered as provided in this resolution, each Authorized Officer is authorized, empowered and directed, for and in form the name and substance reasonably acceptable on behalf of the Company, to (i) deliver said certificates to the Administrative Agent; and Fiat Affiliates pursuant to and in accordance with the Issue and Subscription Agreement and (xii) otherwise to execute and deliver such documents and do such other documents, governmental certificates, agreements, and lien searches acts as any Lender Party such Officer may reasonably request.deem necessary or desirable to perform and carry out the obligations of the Company under the Issue and Subscription Agreement;

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by all Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement (other than Collateral the perfection of which is not required as per the express terms of the Security Agreement); (iv) appropriate UCC a Custodial Agreement executed by the Borrower, the Administrative Agent, and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties each employee of the Borrower and its SubsidiariesCredit Parties serving as custodian thereunder; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Restricted Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as that are required by Section 5.3hereunder; (vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), 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, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedexpressly waived in writing; (vii) a secretary’s or assistant secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ix) a legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each opinion in form and substance reasonably acceptable to the Administrative AgentAgent of (A) ▇▇▇▇ ▇▇▇▇▇ as outside counsel to the Credit Parties and (B) appropriate local counsel to the Credit Parties in the states of Texas and Oklahoma; and (x) copies, certified by a Responsible Officer of the Borrower, of all of the TFI Holdings Acquisition Documents requested by the Administrative Agent, the Escrow Agreement, and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; and (xi) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Lenders shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement (and all attached Exhibits and Schedules and Schedules), the Notes Security Agreement, to the extent requested by any Lender, a Note payable to each Lender requesting a Note; (ii) such Lender, the Guaranty executed by the Borrower Collateral Assignment and all Subsidiaries existing on other applicable Credit Documents. In connection with the Closing Date; (iii) execution and delivery of the Security Agreement executed by Documents, the Borrower and each Subsidiary existing on the Closing Date, together with Lenders shall: (A) appropriate UCC-1 financing statements be satisfied that the Interim DIP Order and intellectual property security agreementsany other Security Documents required to be executed on the Effective Date create (or will create, upon proper filing, recording or registration thereof, or upon entry of, the Interim DIP Order) perfected Liens having the priorities set forth in the Interim DIP Order (subject only to Permitted Liens) on all of the tangible and intangible Property of the Credit Parties other than the Excluded Collateral; and (B) have received (or its bailee pursuant to the DIP Order has received) certificates, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;Guarantors. (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (vii) certificates of insurance naming the Administrative Agent as loss payee in compliance with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.35.3(b) of this Agreement; (viiii) a certificate from an authorized officer of each of the Borrower Credit Parties dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower such Credit Party set forth in this Agreement and the 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)respects, (B) no Default has occurred such Credit Party shall have performed and is continuing; complied with all covenants and conditions required herein to be performed or complied with by it prior to the date hereof and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedno Default then exists; (viiiv) a secretary’s certificate from each Credit Party certifying such PersonCredit Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person the Borrower is a party; (viiiv) certificates of good standing for each Credit Party in the state in which each such Person is incorporated or organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date; (ixvi) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, LLP as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentLenders; and (xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The On or before the day on which the initial Revolving Borrowing is made, or the initial Letter of Credit is issued, or the Bridge Loans are made, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties theretothereto (or in the case of this Agreement, duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Majority Lenders, and the Bridge Lenders), each in form and substance reasonably satisfactory to the Administrative Agent Agent, the Majority Lenders, and the Bridge Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Revolving Commitment or Bridge Loans, as applicable; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrowers stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Loan Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met met; and (D) no default or waivedevent of default has occurred and is continuing under the Indenture governing the Senior Notes or under any Sowood Document; (iv) to the extent any have been entered into on or after September 30, 2008, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents of each Loan Party (including without limitation amendments to the certificate of incorporation of the Parent to reflect the terms of the Series B Convertible Preferred Stock and, as a consequence of the designation thereof, amendments necessary to conform the Series A Convertible Preferred Stock), certified as of a recent date by the Secretary of State of the state of its organization; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of any amendments to the organizational documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, the designation of the Series B Convertible Preferred Stock, and the amendment of the Certificate of Designation of the Series A Convertible Preferred Stock, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certified copy thereof furnished pursuant to clause (iv) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (vi) a certificate of another officer of each Loan Party as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (v) above; (vii) a secretary’s certificate certificates from each Credit Party the appropriate Governmental Authority certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect as to the Credit Documents to which such Person is a partygood standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (viii) certificates a favorable opinion dated as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Loan Parties substantially similar to the opinion it delivered pursuant to the Existing Credit PartiesAgreement; (ix) a certificate from a Financial Officer of each Borrower dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (x) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (xi) a Borrowing Base Report dated as of October 31, 2008; (xii) a draft Compliance Certificate dated as of the Closing Date duly completed and executed by a Financial Officer of each Borrower with respect to the draft September 30, 2008 financials; (xiii) a copy of the risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance satisfactory to the Majority Lenders accompanied by a certificate signed by a Responsible Officer certifying compliance with such Risk Management Policy; (xiv) copies of any amendments to Material Contracts reflected on Schedule 1.01(e) to the Existing Credit Agreement in effect on or after September 30, 2008 and each of the Material Contracts in effect on or after September 30, 2008 that are not reflected on Schedule 1.01(e) to the Existing Credit Agreement, each certified as of the Closing Date by a Responsible Officer of the Borrowers (A) as being true and correct copies of such documents as of the Closing Date, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or conditions thereof shall have been amended, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to modified or waived after the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to execution thereof without the Credit Parties, each in form and substance reasonably acceptable to prior written consent of the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.;

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (1) (i) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by each Borrower, the Lenders and the Notes payable to Administrative Agent and (ii) counterparts of the attached Acknowledgment and Reaffirmation duly executed by each Lender requesting a NoteMaterial Subsidiary; (ii2) the Guaranty a new Note executed by the Borrowers in replacement of an existing Note previously delivered by the Existing Borrower and all Subsidiaries existing on the Closing Dateto any Lender, evidencing such Lender’s Advances; (iii3) counterparts of the Security Agreement Parent Guaranty duly executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralParent; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi4) a certificate from an authorized officer a Responsible Officer of the Borrower Parent dated as of the Closing Effective Date hereof stating that as of such date (A) all representations and warranties of the Borrower Credit Parties set forth in this Agreement Amendment are true and correct in all material respects (except provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such materiality qualifier shall not be applicable representation and warranty is true and correct in all material respects as of such earlier date and (ii) to the extent any representations representation and warranties that already are warranty is qualified as to “Material Adverse Change” or modified by materiality otherwise as to “materiality”, such representation and warranty is true and correct in the text thereofall respects), (B) no Default has occurred and is continuing, (C) the Merger has been consummated prior to or simultaneously with the effectiveness of this Amendment in accordance with the Merger Agreement; (D) the Deposit has been consummated in accordance with the Exchange Agency Agreement; (E) attached are true and correct copies of the Merger Agreement and the Exchange Agency Agreement as in effect on the date hereof; and (CF) all conditions precedent set forth no governmental approvals, other than those approvals obtained in this Section 3.1 have been met or waivedconnection with the Merger, are necessary for the Parent, the Existing Borrower and each other Subsidiary of the Parent to enter into the Merger Agreement and the Loan Documents to which it is a party, perform its obligations thereunder, and consummate the Merger; (vii5) a secretary’s certificate from each Credit Party of the Existing Borrower dated the Effective Date and certifying such Person’s (A) officers’ incumbencythe organizational documents of the Existing Borrower attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Existing Borrower authorizing resolutionsthe execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of the Existing Borrower executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Existing Borrower; (6) a secretary’s certificate of each Credit Party (other than the Existing Borrower and the Parent) dated the Effective Date and certifying (A) the organizational documentsdocuments of such Credit Party attached thereto, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party authorizing the execution and delivery of the Acknowledgment and Reaffirmation attached to this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (DC) governmental approvalsas to the incumbency and specimen signature of each officer of such Credit Party executing the Acknowledgment and Reaffirmation attached to this Amendment, if anyany Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; (7) a secretary’s certificate of the Parent dated the Effective Date and certifying (A) the organizational documents of Parent attached thereto, with respect to (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Parent authorizing the execution and delivery of this Amendment, the Parent Guaranty and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to which such Person is a partythe incumbency and specimen signature of each officer of the Parent executing this Amendment, the Parent Guaranty, any Credit Document or any other document delivered in connection herewith on behalf of the Parent; (viii) 8) certificates of good standing for each Credit Party in (a) the state jurisdiction in which such Credit Party is organized and (b) each jurisdiction in which such Person good standing is organizednecessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate hereof; (ix9) a legal opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (A10) ▇a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma United Kingdom counsel to the Parent; (11) a letter of acceptance of the Process Agent duly executed, evidencing its approval and consent to act as service of process agent in the State of New York on behalf of the each Foreign Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to Party in accordance with the terms set forth in Section 9.19 of the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentAgreement; and (x12) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by all Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Pledge and Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Pledge and Security Agreement, and together with any pledged stock or membership interest certificates and pledged notes or instruments, in each case with instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests, notes or instruments, as applicable; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages encumbering not less than 80% (other than Permitted Liensby value) encumbering the properties of the Borrower Loan Parties’ Proven Reserves described in the initial Independent Reserve Report (but excluding any “buildings” or “structures” as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and its SubsidiariesGas Properties comprising such Proven Reserves); (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vi) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet; (vii) a secretary’s certificate from a Responsible Officer of each Credit Loan Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Loan Documents to which such Person is a party, and (E) the Second Lien Loan Documents in effect as of the Effective Date; (viii) certificates of good standing for each Credit Loan Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Loan Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the Credit Parties, Administrative Agent; (Cx) Hall, Estill, Hardwick, Gable, Golden & a legal opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇, P.C. as Wyoming Colorado counsel to the Credit Loan Parties, each in form and substance reasonably acceptable to the Administrative Agent; (xi) one or more initial Reserve Reports dated as of a date acceptable to the Administrative Agent, which report shall be acceptable to the Administrative Agent; (xii) Reserved; (xiii) Account Control Agreements executed by the relevant Loan Party, the Administrative Agent and the depository bank, in form and substance acceptable to the Administrative Agent and creating an Acceptable Security Interest in each deposit account owned by the Loan Parties; (xiv) the Intercreditor Agreement executed by the Second Lien Agent, the Administrative Agent and acknowledged by the Borrower; and (xxv) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to Lenders, each of the following, duly executed executed: (i) This Agreement; (ii) Amended and Restated Parent Guaranty substantially in the form attached hereto as Exhibit A-1; (iii) Guarantor Security Agreement substantially in the form attached hereto as Exhibit A-2; (iv) Intellectual Property Security Agreement substantially in the form attached hereto as Exhibit A-3; (v) Perfection Certificate substantially in the form attached hereto as Exhibit A-4; (vi) certified copies, dated as of a recent date, of financing statement searches, as Lenders may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, on the Incremental Funding Date, will be terminated or released; (vii) a customary legal opinion of Borrower’s counsel dated as of the Incremental Funding Date in form and substance reasonably acceptable to the Lenders; and (viii) Incremental Funding Date Warrants substantially in the form attached hereto as Exhibit A-5 and all related documentation approved by the parties theretoindependent directors of the board of directors of Parent Guarantor and Borrower; (ix) the Registration Rights Agreement substantially in the form attached hereto as Exhibit A-6; (x) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of each Loan Party as the Lenders may reasonably require evidencing the identity, authority and capacity of each responsible officer thereof authorized to act as a responsible officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and such documents, registers and certifications (including organization documents and, if applicable, good standing certificates in the jurisdiction of organization of the applicable Loan Party) as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of them is validly existing and in good standing; (xi) Lenders shall have received a certificate from a responsible officer of Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable , certifying as to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing compliance with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower conditions set forth in this Agreement are true and correct in all material respects clauses (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 thereofc), (Bd), (f) no Default has occurred and is continuing; and (Cg) all conditions precedent set forth in of this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent3.1; and (xxii) Deposit account control agreements providing for springing control of a deposit account upon the occurrence and during the continuation of an event of default, landlord waivers (to the extent that, as to leased locations owned by a person or entity that is not an affiliate of the Borrower, the same are obtainable after exercising commercially reasonable efforts to obtain same) and credit card notifications, in each case in a form reasonably satisfactory to the Lenders, and such other documents, governmental certificates, agreements, and lien searches documents as Lenders may require under any Lender Party may reasonably requestother Section of this Agreement.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) counterparts of this Agreement Amendment duly executed by the Borrower, each Extending Lender (which collectively must constitute Lenders holding Commitments, in the aggregate, in an amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to the Effective Date hereof), the Administrative Agent, the Swingline Lender and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteIssuing Bank; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi2) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as that, both immediately before and immediately after giving effect to this Amendment and the extension of such date the Commitments pursuant to this Amendment, (Ai) all representations and warranties of the Borrower set forth in this the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties that already are qualified or modified by materiality in the text thereof)) on and as of the Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date, such representations and warranties shall continue to be true and correct in all material respects (Bexcept that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) no Event of Default has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii3) a secretary’s certificate from each Credit Party of the Borrower dated the Effective Date and certifying (i) that there have been no changes to the organizational documents of the Borrower since the Second Amendment Effective Date or attaching such Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, the performance of the Credit Agreement as amended hereby and the other Loan Documents, and the extension of the Commitments pursuant hereto, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (iii) as to the incumbency and specimen signature of each officer of the Borrower executing this Amendment, any Loan Document delivered in connection herewith, if any, or any other document delivered in connection herewith on behalf of the Borrower; (4) a certificate from a Responsible Officer of the Borrower dated the Effective Date and certifying that the conditions of Section 2.22 of the Credit Agreement with respect to the Credit Documents extension of the Maturity Date (other than with respect to which such Person is a partynotices and timing), have been satisfied; (viii5) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower; (ix6) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x7) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) counterparts of this Agreement Amendment duly executed by the Borrowers, each Loan Party, each Lender, the Administrative Agent, the Swing Line Lender and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteL/C Issuer; (ii2) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements to the extent requested by any Increasing Lender, a Revolving Credit Note payable to such Increasing Lender in the amount of such Increasing Lender’s Revolving Credit Commitment, as increased hereby and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificatesto the extent requested by the New Lender, together with undated, blank stock powers for each such certificate, representing all a Revolving Credit Note payable of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest New Lender in the Collateral;amount to the New Lender’s Revolving Credit Commitment; and (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi3) a certificate from an authorized officer of the Borrower each Loan Party dated as of the Closing Effective Date stating that as (in sufficient copies for each Lender) signed by a Responsible Officer of such date Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Revolving Credit Commitment Increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to the Revolving Credit Commitment Increase, (A) all the representations and warranties of the Borrower set forth Borrowers and each other Loan Party contained in this Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (except that for such materiality qualifier shall not be applicable to any representations and warranties that already have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are qualified true and correct in all material respects (except for such representations and warranties that have a materiality or modified by materiality Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that the text thereof)representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met exists or waived; (vii) a secretary’s certificate would result from each the Revolving Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestCommitment Increase.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Note; (ii) the reaffirmation of the Guaranty executed by all Wholly-Owned Domestic Restricted Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the reaffirmation of the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 UCC-3 financing statements statements, if any, and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the BorrowerCredit Party’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (viv) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except to the extent that such representation is qualified by materiality), 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 (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)) only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet; (viivi) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ixviii) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xix) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Lenders shall have received received, in form and substance satisfactory to each Lender, each of the following, duly executed and acknowledged where appropriate by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteThis Agreement; (ii) the Guaranty executed Notes issued to each Lender reflecting the Loans made by the Borrower and all Subsidiaries existing on the Closing Datesuch ▇▇▇▇▇▇; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral[reserved]; (iv) appropriate the Collateral Documents, together with such UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties financing statements, evidence of the book-entry issuance of 150,000 shares of Borrower Common Stock, and its Subsidiariesstock powers, original promissory notes, notices of security interest to be filed in the United States Patent and Trademark Office and other instruments and documents required to be delivered under the Collateral Documents or as the Collateral Agent may otherwise determine to be necessary or reasonably appropriate to perfect the Liens granted thereunder, all in form and substance acceptable to the Collateral Agent; (v) certificates specimen signatures certified by an appropriate officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3each Credit Party; (vi) a certificate from an authorized officer Organization Documents and resolutions of the Borrower board of directors, or equivalent governing body, of each Credit Party, together with such other documents and certificates as the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactions; (vii) UCC and other search results required by the Lenders; (viii) certificates, dated as of the Closing Date stating that as of such date (A) all representations and warranties Date, of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates chief financial officer of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇▇▇ & as to the Solvency of the Credit Parties (after giving effect to the Transactions); (ix) the SBA Forms 480, 652 and 1031 (Parts A and B) completed by Borrower with respect to the Loans; (x) the Small Business Administration Economic Impact Assessment completed by ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Lenders; (xi) a funds flow memorandum in form and substance satisfactory to the Lenders that will provide, among other things, for the payoff of the EIDL loan obtained by the Borrower; (xii) documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the Borrower in form and substance acceptable to the Administrative AgentLenders; (xiii) evidence of insurance complying with the requirements of Section 6.7; and (xxiv) such other documents, governmental certificates, agreements, and lien searches documents as any Lender Party the Lenders may reasonably requestrequire.

Documentation. The Administrative Agent Bank shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agent and the Lendersfollowing, duly executed: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement. (ii) the Guaranty executed A Line of Credit Note (if requested by the Borrower and all Subsidiaries existing on the Closing Date;Bank). (iii) the Security Agreement The Guaranty and Collateral Agreement, duly executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementswith: a. the certificates, if any, necessary representing pledged Equity Interests referred to therein accompanied by undated stock powers executed in blank; b. proper financing statements in form appropriate for filing with under the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required Uniform Commercial Code in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest effect in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties State of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated New York as of the Closing Date stating of all jurisdictions that as of such date (A) Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and Collateral Agreement, covering the Collateral described in the Guaranty and Collateral Agreement; c. evidence that all representations other action that Bank may deem necessary or desirable in order to perfect the Liens created under the Guaranty and warranties Collateral Agreement has been taken; and d. within 30 days of the Borrower set forth Closing Date (or such longer time as Bank may agree in its sole discretion) control agreements, as required pursuant to the terms of the Guaranty and Collateral Agreement and requested by, and in form and substance satisfactory to, Bank, duly executed by the appropriate parties, covering Collateral consisting of Deposit Accounts (as defined in the Guaranty and Collateral Agreement) described in the Guaranty and Collateral Agreement. (iv) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Bank 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 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit other Loan Documents to which such Person Loan Party is a party or is to be a party;. (viiiv) certificates of Such documents and certifications as Bank 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 for and qualified to engage in business in each Credit Party in jurisdiction where its ownership, lease or operation of properties or the state in which each conduct of its business requires such Person is organizedqualification, which certificates shall except to the extent that failure to do so could not reasonably be (A) dated expected to have a date not earlier than 30 days prior Material Adverse Effect with respect to Closing Date or (B) otherwise effective on the Closing Date;such Loan Party. (ixvi) legal opinions A favorable opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special counsel to the Credit Loan Parties, addressed to Bank, covering such matters as may be reasonably requested by Bank in connection with herewith. (vii) A certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents and approvals of third parties that may be 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, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such material consents or approvals are so required. (viii) A certificate signed by a Responsible Officer of Borrower certifying as of the Closing Date (A) that the conditions specified in Section 4.2(a), have been satisfied, (B) Millerthat there has been no event or circumstance since December 31, Canfield2017, Paddock and Stonethat has had or could be reasonably expected to have, P.L.C.either individually or in the aggregate, as Michigan counsel to the Credit Partiesa Material Adverse Effect, (C) Hallthat there has been no action, Estillsuit, Hardwickinvestigation or proceeding pending or, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partiesknowledge of Borrower, and threatened in any court before any arbitrator or governmental authority (1) in respect of the closing of this Agreement or (2) that could reasonably be expected to have a Material Adverse Effect, (D) Draythat Borrower does not have any Subsidiaries, Dyekmanother than (1) IDR Holdings, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.(2) Partners GP and (3) Partners and its direct and indirect Subsidiaries (E) that, as Wyoming counsel after giving pro forma effect to the Credit Partiesclosing of the transactions contemplated by this Agreement, each in form Borrower and substance reasonably acceptable its Applicable Subsidiaries do not have any indebtedness for borrowed money, other than with respect to the Administrative Agent; andindebtedness for borrowed money permitted hereunder and (F) that Partners is in pro forma compliance with the financial covenants set forth in Section 7.11 of the Partners Credit Agreement, both immediately prior to and after giving effect to this Agreement. (ix) one or more certificates attesting to the Solvency of the Loan Parties on a consolidated basis, from the General Partner’s chief financial officer. (x) such Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother Section of this Agreement.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateeach Guarantor; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateof its Subsidiaries, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for new Mortgages executed by the Borrower and or any of its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the granting an Acceptable Security Interest in real properties of the Borrower and its SubsidiariesSubsidiaries other than the Bilateral Collateral; (v) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral; (vi) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insuranceinsured, as applicable, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vivii) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiviii) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiiix) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date; (ixx) a legal opinions opinion of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special outside counsel to the Credit PartiesBorrower and the Guarantors, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (xi) copies, certified by a Responsible Officer of the Borrower of the Teledrift APA and all other documents entered into among the parties thereto in connection with the Teledrift Acquisition; and (xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules This Amendment duly executed by the Borrower, each Guarantor, the Administrative Agent, the Issuing Bank and the Notes Majority Lenders (calculated in accordance with the Commitments set forth on Schedule 2.01 attached hereto); (2) a Revolving Note payable to each Lender requesting a Notein the amount of such Lender’s Revolving Commitment, as amended hereby; (ii3) a supplement to the Guaranty executed Credit Agreement by the Borrower and all Subsidiaries existing on the Closing Dateeach Target pursuant to which each Target becomes a Guarantor; (iii4) a supplement to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateTarget, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral of each Target; (iv5) appropriate UCC a supplement and intellectual property search reports amendment to the Pledge Agreement by the Borrower pledging to the Administrative Agent for the benefit of the Secured Parties all of the Equity Interests of the Targets, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (6) an amendment and restatement of the Custodial Agreement executed by the Administrative Agent, the Loan Parties (including, without limitation, the Targets) and Custodians selected by the Borrower and approved by the Administrative Agent in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiariessole discretion; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi7) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the Borrower certifying that: (A) all before and after giving effect to this Amendment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the text thereof)Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, and (B) before and after giving effect to this Amendment, no Default or Event of Default exists; (8) copies of the certificate or articles of incorporation, formation or other equivalent organizational documents, including all amendments thereto, of each Target, certified as of a recent date by the Secretary of State of the state of its organization; (9) a certificate of the Secretary or Assistant Secretary of each Target, the Borrower, and the General Partner certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) no Default has occurred that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is continuing; a party, and (C) all conditions precedent set forth that such resolutions have not been modified, rescinded or amended and are in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutionsfull force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (9) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (viii10) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (10) above; (11) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of good standing for each Credit Party Target in the state in which of organization of each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateTarget; (ix12) legal opinions a favorable opinion dated as of (A) the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties; (13) a copy of the NAM Agreement and each of the material documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or condition thereof shall have been amended, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., modified or waived after the execution thereof except as Oklahoma counsel disclosed in writing to the Credit Parties, Administrative Agent and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (14) a certificate as to coverage under the insurance policies required by Section 5.06 of the Credit Agreement and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insureds in form and substance reasonably satisfactory to the Administrative Agent; (15) an appraisal of the machinery, parts, equipment and other fixed assets of the Borrower and its Subsidiaries dated within 60 days prior to the Effective Date; and (x16) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by all Guarantors (other than the Borrower and all Subsidiaries Parent) existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC (A) the Mortgages encumbering not less than 85% of PV10 of the Credit Parties’ Proven Reserves and intellectual property search reports for not less than 85% of PV10 of all the Borrower Credit Parties’ PDP Reserves, in each case, as evaluated in the Initial Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and its Subsidiaries reflecting no prior Liens Gas Properties comprising such Proven Reserves), (other than Permitted LiensB) a certificate duly executed by a Responsible Officer, dated as of the Closing Date, demonstrating the aggregate PV10 of the Oil and Gas Properties set forth in the Initial Engineering Report to be covered by the such Mortgages, and (C) Mortgages encumbering the properties of the Borrower and its SubsidiariesCogen Facilities; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiivii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ixviii) (A) a legal opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP as special counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent, and (B) a legal opinions of (A) ▇▇▇▇▇ Lord LLP, as California counsel to the Credit Parties, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, as Colorado counsel to the Credit Parties, ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLP, as Utah counsel to the Credit Parties, and, if applicable, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special Kansas counsel to the Credit Parties, (B) Millerin each case, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (ix) the Initial Engineering Report, which report shall be acceptable to the Administrative Agent; (x) the Pledge Agreement executed by the Parent, the Borrower and each other Credit Party, as applicable, together with any pledged stock or membership interest certificates and instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests; (xi) a Notice of Borrowing or Letter of Credit Application, as applicable; and (xxii) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Tranche A Lender in the amount of its Tranche A Commitment, the Guaranties executed by each Subsidiary of a Borrower existing on the Closing Date other than MER, the Pledge Agreements executed by the Parent and any other Obligor that owns Equity Interests in any Person, the Security Agreements, and Mortgages encumbering substantially all of the Parent’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties in connection therewith, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) favorable opinions of the Obligors’ counsel and of the Administrative Agent’s counsel each dated as of the date of this Agreement in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Agreement Lenders and all attached Exhibits and Schedules and covering such matters as the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of each Borrower of (a) the resolutions of the board of directors of such Borrower approving the Loan Documents to which such Borrower is a party, (b) the certificate of incorporation and each Subsidiary existing on the Closing Datebylaws of such Borrower, together with and (Ac) appropriate UCC-1 financing statements all other documents evidencing other necessary corporate action and intellectual property security agreementsgovernmental approvals, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security respect to this Agreement, the Notes, and (C) any the other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralLoan Documents; (iv) appropriate UCC certificates of a Responsible Officer of each Borrower certifying the names and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties true signatures of the officers of such Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and its Subsidiariesthe other Loan Documents to which such Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (a) the resolutions of the board of directors or managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (b) the articles or certificate (as loss payee applicable) of incorporation (or organization) and bylaws or other governing documents of such Guarantor, and (c) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to property insurancethe Guaranty, or additional insured with respect to liability insurancethe Security Instruments, and covering the Borrower’s and its Subsidiaries’ Properties with other Loan Documents to which such insurance carriers, for such amounts and covering such risks as required by Section 5.3Guarantor is a party; (vi) a certificate from an authorized officer of the Borrower secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date date of this Agreement from a Responsible Officer of each Borrower on behalf of such Borrower stating that as of such date (Aa) all representations and warranties of the such Borrower set forth in this Agreement 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), (Bb) no Default has occurred and is continuing; and (Cc) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (viii) appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for filing by the Administrative Agent with the appropriate authorities and any other documents, agreements or instruments reasonably necessary to create an Acceptable Security Interest in such Collateral; (ix) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates of good standing required in connection with the Pledge Agreements and stock powers executed in blank for each Credit Party such stock certificate endorsed in blank to the state Administrative Agent; (x) casualty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming Administrative Agent as additional insured and evidencing insurance which meets the requirements of this Agreement and the Security Instruments; (xi) the initial Independent Engineering Reports as of December 31, 2005 of R▇▇▇▇ ▇▇▇▇▇ Company dated (i) January 17, 2006 and addressed to the Parent and (ii) January 26, 2006 and addressed to Forest Oil; (xii) copies, certified by a Responsible Officer of the Parent, of the Forest Merger Agreement and all exhibits and schedules thereto, and any material agreements executed in which each such Person is organizedconnection with the Forest Merger Agreement, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date together with all amendments, modifications or (B) otherwise effective waivers thereto in effect on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Bank shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Bank, each of the Administrative Agent and the Lendersfollowing, duly executed by all applicable parties: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesThis Agreement, (B) certificatesthe Note, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with (C) the Security Agreement, and (CD) any other documentsthe Securities Account Control Agreement. (ii) A certificate of the Secretary of Borrower certifying as to the Organizational Documents (which, agreementsto the extent filed with a Governmental Authority, or instruments necessary to createshall be certified as of a recent date by such Governmental Authority), perfect or maintain an Acceptable Security Interest in the Collateral;resolutions of the governing body of the Borrower, the good standing of the Borrower and of the incumbency (including specimen signatures) of the responsible officers of the Borrower. (iii) Certificates of Liability and Property Insurance. (iv) appropriate UCC and intellectual property search reports An opinion or opinions of counsel for the Borrower Borrower, addressed to Bank, and its Subsidiaries reflecting no prior Liens covering such matters as are reasonably requested by Bank. (other than Permitted Liensv) encumbering A certificate as to the properties solvency of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3;Consolidated Group. (vi) Results of a certificate from an authorized officer Lien search (including a search as to judgments, pending litigation, bankruptcy and tax matters) made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the applicable Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of Borrower dated as are free and clear of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects any Lien (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 thereoffor Liens permitted hereunder), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;. (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, Evidence that $55,000,000 of US Government Money Market Funds and/or FDIC Institutional Insured Liquid Deposits have been deposited and (D) governmental approvals, if any, with respect to remain in the Credit Documents to which such Person is a party;Pledged Account. (viii) certificates Evidence of good standing for each Credit Party the repayment in the state in which each such Person is organizedfull of, which certificates shall be and release of all security interests relating to (A) that certain Manufacturing Support Agreement, dated a date not earlier than 30 days prior to Closing Date or as of November 7, 2020 (as amended), by and among Borrower and the Economic Development Board of the Republic of Singapore and (B) otherwise effective on the Closing Date;that certain Loan and Security Agreement, dated as of October 12, 2018 (as amended), by and among Borrower and Western Alliance Bank. (ix) legal opinions A Notice of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestAccount Designation.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules This Amendment duly executed by the Initial Borrower, the New Borrower, each Guarantor (other than the General Partner), the Administrative Agent, the Issuing Bank and the Notes Majority Lenders; (2) a Revolving Note by the New Borrower payable to each Lender requesting a Notein the amount of its Revolving Commitment, and the Swing Line Note payable to the Swing Line Lender; (ii3) a supplement to the Guaranty executed Credit Agreement by the Borrower and all Subsidiaries existing on Target pursuant to which the Closing DateTarget becomes a Guarantor; (iii4) a supplement to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateTarget, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral of the Target; (iv5) appropriate UCC a supplement and intellectual property search reports amendment to the Pledge Agreement by the New Borrower pledging to the Administrative Agent for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties benefit of the Borrower Secured Parties all of the Equity Interests of the Domestic Subsidiaries of such Loan Party, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and its Subsidiariesany other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (v6) certificates an amendment and restatement of insurance naming the Custodial Agreement executed by the Administrative Agent, the Loan Parties (including, without limitation, the New Borrower and the Target) and Custodians selected by the New Borrower and approved by the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and in its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3sole discretion; (vi7) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as from a Responsible Officer of such date the New Borrower certifying that: (A) all before and after giving effect to the Borrower Assignment, the representations and warranties contained in Article IV of the Borrower set forth in this Credit Agreement and the other Loan Documents are true and correct in all material respects (respects, except for any representation and warranty that such materiality qualifier shall not be applicable to any representations and warranties that already are is qualified or modified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the text thereof)Effective Date as though made on, and as of such date, unless such representations or warranties are made as of a prior date in which case they are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, as of such prior date, (B) before and after giving effect to the Borrower Assignment, no Default has occurred and is continuing; and or Event of Default exists, (C) after giving effect to the Borrower Assignment, the Loan Parties are in compliance on a pro forma basis with the financial covenants in Sections 6.13 and 6.14 of the Credit Agreement, (D) immediately after giving effect to the Borrower Assignment, neither Holdco nor the General Partner own any assets other than (x) Equity Interests in the MLP and the General Partner, and (y) cash or Cash Equivalents in an aggregate amount not to exceed $5,000,000 and (E) all conditions precedent of the requirements set forth in this Section 3.1 6.05(i) of the Credit Agreement with respect to the Cimarron Acquisition (other than the requirements expressly waived pursuant to Section 4 above) have been met satisfied or waivedwill be satisfied on or prior to the consummation of the Cimarron Acquisition; (vii8) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each of the New Borrower and the Target, certified as of a recent date by the Secretary of State of the state of its organization; (9) a secretary’s certificate from of the Secretary or Assistant Secretary of each Credit Party of the New Borrower and the Target certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other equivalent organizational documents of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing resolutionsthe execution, delivery and performance of this Amendment and the other the Loan Documents to which such Loan Party is a party and, in the case of the New Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to paragraph (8) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer of such Person is a partyLoan Party executing this amendment or any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Loan Party; (viii10) certificates a certificate of good standing for each Credit Party in another officer as to the state in which each such Person is organized, which certificates shall be incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (A9) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateabove; (ix11) legal opinions certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of the New Borrower and the Target in all jurisdictions where reasonably required by the Administrative Agent; (A12) a favorable opinion dated as of the Effective Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties; (13) a copy of the Contribution Agreement, the Cimarron Agreement and each of the material documents executed in connection therewith certified as of the Effective Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Effective Date, (B) Miller, Canfield, Paddock as being in full force and Stone, P.L.C., as Michigan counsel to the Credit Parties, effect and (C) Hallthat no material term or condition thereof shall have been amended, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (14) a certificate as Oklahoma counsel to coverage under the insurance policies required by Section 5.06 of the Credit PartiesAgreement and the applicable provisions of the Security Documents, which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., to name the Administrative Agent as Wyoming counsel to the Credit Parties, each additional insureds in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (x15) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, duly executed each dated the Amendment Effective Date unless otherwise indicated or agreed to by all the parties theretoAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement Amendment No. 1 executed by the Borrowers and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteHoldings; (ii) the Guaranty Consent and Agreement in the form attached hereto as Exhibit A, executed by each of the Borrower and all Subsidiaries existing on the Closing DateGuarantors; (iii) Acknowledgment and Consents, in the Security Agreement form set forth hereto as Exhibit B (each, a "Lender Consent"), executed by the Borrower and each Subsidiary existing on Lenders constituting the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralRequisite Lenders; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the a Responsible Officer of each Borrower dated as of the Closing Date stating certifying that as of such date both before and after giving effect to this Amendment No. 1: (A) all the representations and warranties of the Borrower set forth in this Article IV (Representations and Warranties) of the Credit Agreement are and in the other Loan Documents shall be true and correct in all material respects (on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except that to the extent such materiality qualifier shall not be applicable to any representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and except that already are qualified or modified by materiality the representations and warranties made in Section 4.12 (Environmental Matters) of the text thereof), Credit Agreement shall be true and correct in all material respects except for any exceptions thereto that would not be reasonably expected to result in Environmental Liabilities and Costs that would have a Material Adverse Effect; and (B) no Default has or Event of Default shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;. (viiv) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates favorable opinion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each Loan Parties in form and substance reasonably acceptable satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request but in any event including an opinion that the consummation of the transactions contemplated by this Amendment do not conflict with any material Contractual Obligations of the Domestic Loan Parties; and (xvi) such other documents, governmental certificates, agreements, and lien searches additional documentation as any Lender Party the Administrative Agent may reasonably requestrequire.

Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:: fb.us.7363807.04 (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note;This Agreement. (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date;The Revolving Note. (iii) the The Security Agreement executed between Borrowers and Bank. (iv) The Standby Letter of Credit Agreements. (v) The Commercial Letter of Credit Agreements. (vi) Financing statements with respect to each Borrower to be filed in each jurisdiction which, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, to the extent such security interests and liens can be perfected by filing. (Cvii) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest Current searches of appropriate filing offices in the Collateral;jurisdiction in which the Borrowers are organized, has an office or otherwise conducts business (including but not limited to patent and trademark offices, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against Borrower, and that no financing statements or other notifications or filings have been filed and remain in effect against Borrower, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement. (ivviii) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Certificate of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, secretary or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized other appropriate officer of the each Borrower dated as of the Closing Date stating that as of such date (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Note and other documents contemplated hereunder to which such Borrower is a party have been duly approved by all representations and warranties necessary action of the Borrower set forth in this Agreement board of directors of such Borrower, and attaching true and correct copies of the applicable resolutions granting such approval, and (B) certifying that attached to such certificate are true and correct copies of such Borrower’s articles of incorporation and bylaws, together with such copies, together with a certification of the names of the officers of such Borrower that are authorized to sign this Agreement, the Revolving Note and other documents contemplated hereunder, together with the true signatures of such officers. Bank may conclusively rely on such certificate until Bank receives a further certificate of the secretary or assistant secretary of such Borrower canceling or amending the prior certificate and submitting the signatures of the officers named 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;further certificate. (viiix) a secretary’s A certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in Borrower from the Secretary of State (or the appropriate official) of the state in which each of formation of such Person is organizedBorrower, which certificates shall be (A) dated a date not earlier more than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and. (x) such Such other documents, governmental certificates, agreements, and lien searches documents as Bank may require under any Lender Party may reasonably requestother section of this Agreement.

Documentation. The Administrative Agent shall have received At or prior to the followingclosing of the Loan, duly Borrower must deliver the following documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersLender: a. the Loan Documents (i) which means this Agreement Agreement, the Note, the Mortgage, security agreement, financing statements, and all attached Exhibits and Schedules and any other documents evidencing, securing, guaranteeing or governing the Notes payable Loan, as they may be extended, renewed or modified from time to each Lender requesting a Notetime); b. an American Land Title Association (ii“ALTA”) title insurance policy insuring Lender that the Guaranty executed by the Borrower Mortgage constitutes a valid and all Subsidiaries existing enforceable first lien on the Closing DateProperty subject and subordinate only to such liens or other matters as Lender has approved in writing, and with such endorsements as Lender may reasonably require; (iii) c. a financing statement and personal property lien report, advising Lender that a search of the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property public records discloses no security agreements, if anychattel mortgages, necessary for filing financing statements, title retention agreements, notices or certificates of tax liens or other instruments or documents filed or recorded against Borrower, except those which may have been approved by Lender in writing; d. a satisfactory appraisal of the Property done by an appraiser approved by Lender in accordance with the appropriate authoritiesUniform Standards of Professional Appraisal Practices and federal applications applicable to Lender, reflecting a market value for the Property in an amount acceptable to Lender, demonstrating that the loan when fully funded does not exceed the aggregate of eighty percent (B80%) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each appraised as-is market value of the House Lots and sixty-five percent (65%) of the appraised as-is market value of the Finished Lots; e. if requested, a survey of the Property and the improvements thereon certified to Lender in accordance with the standards of the ALTA and the American Congress on Surveying & Mapping; f. evidence of the casualty and other insurance coverage as required under the Mortgage, this Agreement or otherwise by Lender in writing; g. if Borrower is not a natural person, copies of Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the BorrowerKaupulehu’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Persongeneral partner’s (A) officers’ incumbencyi.e., (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPMakai, Inc. (the “General Partner”)) organizational documents and evidence of Borrower’s due formation and good standing (certificate of good standing), as special counsel well as due authorization and execution of the Loan Documents; h. if Borrower is acquiring legal title to the Credit PartiesProperty, a complete and correct copy of the document conveying title to the Property to Borrower; i. full payment of all fees, advances and costs, including but not limited to any loan or commitment fees, recording and filing fees, and escrow and title fees; j. an Environmental Questionnaire and Disclosure Statement prepared and certified by Borrower, or, if Lender requires, an environmental survey of the Property prepared by an environmental consultant satisfactory to Lender; k. a written opinion or opinions of legal counsel for Borrower and the Guarantor (as defined below), addressed to Lender, covering to Lender’s satisfaction (1) the due authorization, execution, delivery, binding effect and enforceability of the Loan Documents, (B2) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesno undisclosed litigation, (C3) Hallno consents or approvals required, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties(4) no conflicts with or violations of any agreements or laws, and (D5) Draysuch other matters as Lender may require; l. a tax clearance certificate or certificates issued by the Department of Taxation of the State of Hawaii, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel certifying that all taxes due from Kaupulehu to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentState of Hawaii have been paid; and (x) m. such other documents, governmental certificates, agreements, property information and lien searches other assurances as any Lender Party may reasonably requestrequire.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (ia) this Agreement Certified copies of Borrower's casualty insurance policies, together with loss payable endorsement on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, and all attached Exhibits and Schedules and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured delivered to Lender within thirty (30) days of the Notes payable to each Lender requesting a Notedate hereof; (iib) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Guaranty executed by liens of Lender in the Borrower Collateral and all Subsidiaries existing on evidence in a form acceptable to Lender that such liens constitute valid and perfected security interests and liens, having the Closing Datelien priority specified herein delivered to Lender within thirty (30) days of the date hereof; (iiic) Landlord waivers or warehouseman agreements with respect to all premises leased by Borrower and which are disclosed on Exhibit D attached hereto; (d) A copy of the Security Agreement executed Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified by the Borrower Secretary of State or other appropriate official of its jurisdiction of incorporation; (e) Good standing certificates for Borrower, issued by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each Subsidiary existing jurisdiction where the conduct of Borrower's business activities or the ownership of its assets and properties necessitates qualification; (f) The Ancillary Agreements duly executed, accepted and acknowledged by or on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests behalf of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralsignatories thereto; (ivg) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties The favorable, written opinion of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.S.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Issuing Bank and the Lenders: (ia) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (iib) an assumption agreement among the Guaranty Existing Borrower, the New Borrower and the Administrative Agent pursuant to which the New Borrower shall assume the Obligations of the Existing Borrower under the Credit Agreement and the other Loan Documents; (c) a Note executed by the New Borrower and all Subsidiaries existing on payable to the Closing Dateorder of each Lender in the amount of its Revolving Commitment, if requested; (iiid) the any Security Agreement executed Documents reasonably requested by the Borrower and each Subsidiary existing on Administrative Agent to secure the Closing Date, Obligations together with (A) appropriate UCC-1 financing statements and/or UCC-3 financing statement amendments, stock certificates and intellectual property security agreementsstock powers executed in blank, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreementapplicable, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral; (ive) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties documents of the Borrower types referred to in clauses Section 3.01(a)(vii), (viii), (ix) and its Subsidiaries(x) of the Credit Agreement with respect to the New Borrower; (vf) certificates favorable opinions of insurance naming counsel to the Loan Parties, as the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3may request; (vig) a certificate from an authorized officer a Financial Officer of the New Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations addressed to the Administrative Agent and warranties each of the Borrower Lenders regarding the matters set forth in this Section 4.20 of the Credit Agreement; (h) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.04 of the Credit Agreement are and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as an additional insured; (i) copies of the Transfer Documents (as defined below) certified by a Responsible Officer of the New Borrower as being 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 copies thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xj) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (A) A certificate regarding the Loan Parties' casualty insurance policies evidencing Lender as loss payee and the Loan Parties' liability insurance policies naming Lender as a co-insured; (B) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected priority security interests and Liens subject only to the Liens set forth on Exhibit F hereto; (C) A copy of the Articles or Certificate of Incorporation of each Loan Party, and all amendments thereto; (D) Good standing certificates for each Loan Party, issued by the Secretary of State or other appropriate official of the jurisdiction of incorporation; (E) A closing certificate signed by officers of the Loan Parties dated as of the date hereof, stating that (i) this Agreement the representations and all attached Exhibits warranties set forth in Section 8 hereof are true and Schedules correct on and the Notes payable to each Lender requesting a Note; as of such date, (ii) the Guaranty executed by the Borrower and all Subsidiaries existing Loan Parties are on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiF) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, The Other Agreements duly executed and (D) governmental approvals, if any, with respect to delivered by the Credit Documents to which such Person is a partyLoan Parties; (viiiG) certificates The Security Documents duly executed, accepted and acknowledged by or on behalf of good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datesignatories thereto; (ixH) legal opinions The favorable, written opinion of (A) Tony ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇. ▇▇▇▇▇, P.C., as Oklahoma counsel ▇ounsel to the Credit Parties, Borrower and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel the Guarantors to the Credit Parties, each be in form and substance reasonably content acceptable to the Administrative AgentLender and its counsel; and (xI) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the foregoing matters.

Documentation. The Administrative Agent On or before the day on which the initial Advance is to be made or the initial Letter of Credit is to be issued, the Bank shall have received the following, each dated on or before such day, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBank: (i) this Agreement Agreement, the Note, the Pledge Agreement, and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteFederal Reserve Form U-1; (ii) certificates from the Guaranty executed by appropriate Governmental Authority certifying as to the good standing, existence and authority of the Borrower in all jurisdictions where the Borrower is organized and all Subsidiaries existing on does business where the Closing Datefailure to so qualify could reasonably be expected to cause a Material Adverse Change; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates from a Responsible Officer of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), respects; (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viiiv) copies, certified as of the date of this Agreement by a secretary’s certificate from each Credit Party certifying such Person’s Responsible Officer of the Borrower of (A) officers’ incumbencythe resolutions of the Board of Directors of the Borrower approving this Agreement, the Note, the Pledge Agreement and the other Credit Documents, (B) authorizing resolutionsthe articles of incorporation and bylaws of the Borrower, and (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement, the Note, the Pledge Agreement and the other Credit Documents Documents. (v) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of officers of the Borrower authorized to which such Person is a partysign this Agreement, the Note, the Pledge Agreement, and the other Credit Documents; (viiivi) certificates a favorable opinion of good standing for each Credit Party the General Counsel of the Borrower, substantially in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on form of the Closing Dateattached Exhibit D; (ixvii) legal opinions all certificates evidencing the Pledged Shares and related stock powers in favor of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe Bank, as special counsel to duly executed on behalf of the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentBorrower; and (xviii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Bank may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by the Borrower and all Subsidiaries of the Parent (other than the Borrower) existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens Mortgages (other than Permitted Liensor amendments or supplements to existing Mortgages) encumbering the properties not less than 90% (by PV10) of the Borrower Credit Parties’ Proven Reserves and its Subsidiariesnot less than 90% (by PV10) of all the Credit Parties’ PDP Reserves, in each case, as evaluated in the initial Independent Engineering Report (but excluding any “buildings” or “structures” as described in Regulation H of the Federal Reserve Board that are not material to the operations of the Oil and Gas Properties comprising such Proven Reserves); (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering insurance for the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by to be carried pursuant to Section 5.3; (vi) a certificate from an authorized officer a Responsible Officer of the Borrower and the Parent dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower any Credit Party set forth in this Agreement and in each of the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties contained in Section 4.20 and 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 (except that such materiality qualifier shall not be applicable to any representations and warranties contained in Section 4.20 and any representations and warranties that already are qualified or modified by materiality in the text thereof) only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 Sections 3.1(b), (d) and (f) have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and; (x) the initial Independent Engineering Report dated no earlier than December 1, 2016, which report shall be acceptable to the Administrative Agent; (xi) the Pledge Agreement executed by the Borrower and the Guarantors, as applicable, together with any pledged stock or membership interest certificates and instruments of transfer in form and substance acceptable to the Administrative Agent and granting the Administrative Agent an Acceptable Security Interest in such Equity Interests; (xii) such other documents, governmental certificates, agreements, lien release, UCC-3 Financing Statements, and lien searches as any Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory Operative Documents with respect to the Administrative Agent Senior Unsecured Bridge Facility will include a single credit agreement providing for the Senior Unsecured Bridge Facility and shall be negotiated in good faith, giving effect to the Limited Conditionality Provision, and shall be consistent with the terms herein, the Commitment Letter, the Fee Letter and, except as otherwise provided herein or in the Commitment Letter or the Fee Letter, substantially identical to that certain Indenture, dated as of October 24, 2016, among the Company, as issuer, the co-issuer party thereto and Wilmington Trust, National Association, as trustee (as amended or supplemented to the date hereof, the “Existing Indenture”), with additions, deletions, modifications and other changes as the Company and the Lenders: Arrangers reasonably determine to be necessary or advisable, including, among other things, (i) this Agreement to give effect to the Transactions and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; other transactions contemplated hereby, (ii) to provide for and give effect to the Guaranty executed by Guarantees and to reflect the Borrower and all Subsidiaries existing on unsecured nature of the Closing Date; Senior Unsecured Bridge Facility, (iii) the Security Agreement executed by the Borrower to reflect changes in law (including customary QFC and each Subsidiary existing on the Closing DateEU and UK bail-in provisions and provisions to address LLC divisions under Delaware law) or accounting standards or cure mistakes or defects, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC to reflect reasonable administrative, agency and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties operational requirements of the Borrower and its Subsidiaries; Agent, (v) certificates give due regard to the operational requirements of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s Company and its Subsidiaries’ Properties with such insurance carrierssubsidiaries in light of its size, for such amounts structure, industry, business and covering such risks as required by Section 5.3; proposed business plan and operations and (vi) a certificate from an authorized officer of to reflect covenants and financial definitions that are no less favorable to the Borrower dated Company and its subsidiaries than the Existing Credit Agreement (except as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower otherwise set forth in this Agreement are true Commitment Letter), and correct in all material respects (except that such materiality qualifier shall not be applicable any event, will contain only those conditions to any borrowing, prepayments, representations and warranties that already are qualified or modified by materiality in the text thereof)warranties, (B) no Default has occurred covenants and is continuing; and (C) all conditions precedent events of default expressly set forth in this Section 3.1 Exhibit B (the “Bridge Documentation Principles”). Notwithstanding the foregoing, all obligations of the Company and its restricted subsidiaries that are or would have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect treated as operating leases for purposes of GAAP prior to the Credit issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to which such Person is a party; (viii) certificates of good standing for each Credit Party be treated as capitalized lease obligations in the state in which each such Person is organized, which certificates shall financial statements to be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel delivered pursuant to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestOperative Documents.

Documentation. The Administrative Agent shall have received In addition to the matters described in Section 6.1 hereof, the agreements of Lender to increase the Commitment from $5,000,000 to $7,000,000, to make the Term Loan, and to be bound by the terms and conditions of this Amendment are subject to the receipt by the Lender of each of the following, duly in Proper Form: (a) the amended and restated $7,000,000 Revolving Credit Note, executed by all the parties theretoBorrower; (b) the Term Note, in form executed by the Borrower and substance reasonably satisfactory the Parent; (c) the amendments to Security Documents executed by the Borrower and the Parent; (d) a certificate executed by the Secretary or Assistant Secretary of the Borrower and the Parent dated as of the date thereof; (e) certified copies of any amendments to the Administrative Agent Organizational Documents of the Borrower or the Parent; (f) a legal opinion from counsel for the Borrower and the Lenders:Parent, dated as of the Closing Date, addressed to the Lender and acceptable in all respects to the Lender in its sole and absolute discretion; (g) an executed disbursement authorization letter from the Borrower and the Parent to the Lender with respect to the disbursement of the proceeds of the Term Loan to be made on or after the Second Amendment Closing Date; (h) all other Loan Documents and any other instruments or documents consistent with the terms of this Amendment and relating to the transactions contemplated hereby as the Lender may reasonably request, executed by the Borrower or any other Person required by the Lender; and subject to the further conditions that, at the time of the Term Loan, (1) all such actions as the Lender shall reasonably require to perfect the Liens created pursuant to the Security Documents shall have been taken, including without limitation, the delivery to the Lender of all Property with respect to which possession is necessary for the purpose of perfecting such Liens (including, without limitation, delivery to the Lender of the stock certificates described on Schedule I to this Amendment); (2) the Borrower shall have paid all fees owing to the Lender by the Borrower under this Amendment, including without limitation, the following; (i) this Agreement and all attached Exhibits and Schedules a fee in consideration for the Term Loan and the Notes payable to each Lender requesting a Note;increase in the Commitment, in the amount of $12,000; and (ii) the Guaranty executed by administration fee, in the Borrower and all Subsidiaries existing on amount of $5,000, pursuant to Section 2.3(b) of the Closing DateCredit Agreement; (iii3) all other legal matters incident to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary transactions herein contemplated shall be reasonably satisfactory to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports counsel for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestLender.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals or telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party (where applicable), 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to Guaranty; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Datesuch certificates of resolutions or other action, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all incumbency certificates and/or other certificates of the issued and outstanding Equity Interests Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of the Borrower’s Subsidiaries required each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary Loan Documents to create, perfect or maintain an Acceptable Security Interest in the Collateralwhich such Loan Party is a party; (iv) appropriate UCC such documents and intellectual property search reports for certifications as the Borrower 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 its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties jurisdiction of the Borrower and its Subsidiariesorganization; (v) certificates a favorable opinion of insurance naming counsel to the Loan Parties, and such other favorable opinions of counsel to the Guarantors as the Administrative Agent as loss payee with respect may reasonably require, each addressed to property insurance, or additional insured with respect to liability insurancethe Administrative Agent and each Lender, and covering each as to such matters concerning the Borrower’s Loan Parties and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks the Loan Documents as required by Section 5.3the Administrative Agent may reasonably request; (vi) a certificate from an authorized officer of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and 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, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date stating certifying that as of such date (A) all the representations and warranties of the Borrower set forth contained in this Agreement Article V (other than Section 5.22) and each Loan Party contained in each other Loan Document are true and correct in all material respects (except that or, to the extent any such materiality qualifier shall not be applicable to any representations representation and warranties that already are qualified or warranty is modified by materiality or Material Adverse Effect, in all respects) on and as of the text thereof)Effective Date, and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in exists as of the Effective Date or would result from the effectiveness of this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyAgreement; (viii) certificates a certificate signed by a Responsible Officer of good standing for each Credit Party the Borrower certifying that the Term Loan Facility is a “Qualifying Term Facility” (as defined in the state in which each such Person is organizedbridge facility commitment letter dated as of July 15, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on 2015 among the Closing Date; (ix) legal opinions Borrower, Bank of (A) America, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock Incorporated and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., ▇ Sachs Bank USA); (ix) a certificate of a Responsible Officer of the Borrower attaching a copy of the Closing Date Acquisition Agreement (including all schedules and exhibits thereto) in effect as Oklahoma counsel to of the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentEffective Date; and (x) such other assurances, certificates, documents, governmental certificates, agreements, and lien searches consents or opinions as any Lender Party the Administrative Agent or the Required Lenders reasonably may reasonably requestrequire.

Documentation. The Administrative Agent Each Party shall have received the followingmaintain all records, duly executed by all the parties theretoincluding, in form but not limited to, batch records and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed supporting documentation required by the Borrower FDA and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate other applicable regulatory authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to each Product for the Credit Documents periods of time required by such authorities. Upon reasonable request by the other Party, (a) pSivida shall provide Alimera promptly with reasonable access to which (i) documents for Durasert FA Controlled by pSivida and reasonably necessary to file, support and maintain regulatory submissions and (ii) interim and final reports and other information Controlled by pSivida and related to any Phase IV Clinical Trial for Durasert FA for uveitis, and Alimera, its Affiliates and its and their sublicensees may reference, cross-reference, review, have access to, incorporate and use such Person is a party; documents and reports (viiiand information contained therein) certificates of good standing for each Credit Party in and other information, to the state in which each such Person is organizedextent reasonably necessary, which certificates shall be (A) dated a date not earlier than 30 days prior in or to Closing Date support any regulatory applications or filings or Approvals or any patent filings or (B) otherwise effective on for any Development or Commercialization purpose, in each case, for Products in the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit PartiesCollaboration Field, and (Db) DrayAlimera shall provide pSivida promptly with reasonable access to (1) documents for Products Controlled by Alimera and reasonably necessary to file, Dyekmansupport and maintain regulatory submissions and (2) interim and final reports and other information Controlled by Alimera and related to any Phase IV Clinical Trial for ILUVIEN for uveitis, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.and pSivida, as Wyoming counsel its Affiliates and its and their sublicensees may reference, cross-reference, review, have access to, incorporate and use such documents and reports (and information contained therein) and other information, to the Credit Partiesextent reasonably necessary, each in form and substance reasonably acceptable to the Administrative Agent; and (x) in or to support any regulatory applications or filings or Approvals or any patent filings or (y) for any Development or Commercialization purpose, in each case, for Products outside of the Collaboration Field. Notwithstanding the foregoing, in no event shall either Party be obligated to provide the other Party with access to documents directly related to such Party’s process for manufacturing Products, including, without limitation, its process for manufacturing the related inserter, if the other documentsParty has requested such documents because it is required to disclose such documents to a regulatory authority in a country where piracy of intellectual property is of reasonable concern. For the sake of clarity, governmental certificatesdocuments directly related to such Party’s process for manufacturing Products does not include documents regarding a Product’s chemical composition, agreements, and lien searches as any Lender Party may reasonably requeststability data or batch release information.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, each to be in form and substance satisfactory to Lender: 6.1.1 The original Note, duly executed by Borrower, and the original Guaranty Agreement duly executed by the Guarantor; 6.1.2 Multiple original counterparts of each of the Security Documents, including, without limitation, the Security Documents listed in Section 1.5, with evidence that the Security Documents intended to be recorded have been duly recorded, or that arrangements satisfactory to Lender have been made for such recordation, in each Office where such recordation, in each office where such recordation is necessary; 6.1.3 Multiple original counterparts of the Environmental Indemnity Agreement executed by Borrower and Guarantor (the “Environmental Indemnity Agreement”); 6.1.4 A solvency certificate of Borrower and Guarantor; 6.1.5 Such UCC-1 financing statements as may be required by the Lender; 6.1.6 Original written opinions of counsel covering the State of Delaware and each State in which any part of the Timberlands is located in form and substance satisfactory to the Lender with respect to the transactions contemplated by this Agreement, including, without limitation, the enforceability of the Loan Documents executed by the Borrower and Guarantor. 6.1.7 Certificates of Liability Insurance evidencing liability insurance in the amount of $5,000,000 in form and substance acceptable to Lender for all insurance required hereunder or otherwise carried by Borrower, and, upon the parties theretorequest of Lender certified copies of Borrower’s insurance policies, together with an endorsement naming the Lender as additional insured, as its interests may appear, under the liability policy, and a mortgagee loss payee endorsement under the property policy, and such other endorsements as the Lender may reasonably require, which endorsements shall be in form and substance reasonably satisfactory to the Administrative Agent Lender; 6.1.8 Copies of all filing receipts or acknowledgments issued by any Governmental Authority to evidence any filing or recordation necessary to perfect the Liens of the Lender in the Collateral and evidence in a form acceptable to the Lenders:Lender that such Liens constitute valid and perfected first priority Liens, provided that, to the extent that gap coverage has been provided pursuant to Lender’s Title Policy with respect to any such filing or recordation or such filing consists of a Uniform Commercial Code Financing Statement, such filing receipts or acknowledgments may be delivered within a reasonable time after the Closing; 6.1.9 Certificates of a duly authorized officer or Manager of each Borrower and Guarantor certifying (i) that attached thereto is a true and complete copy of the Certificate of Formation and Operating Agreement, or Articles of Incorporation and Bylaws, as applicable, and all other organizational documents of such entity, as amended to the date of such certification, (ii) that attached thereto are true and complete copies of consents executed and delivered by the officers and Manager of each Borrower and Guarantor authorizing the execution, delivery and performance of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Loan Documents to which such Person entity is a party; , (viiiiii) certificates that attached thereto is a true and complete copy of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions organizational documents of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPManager, as special counsel amended to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partiesdate of such certification, and (Div) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Partiesincumbency, authority and genuineness of the signature of each in form officer of Borrower executing this Agreement or any of the other Loan Documents to which Borrower or Guarantor is a party, and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches authority documents as any Lender Party may reasonably request.be requested by Lender;

Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and where applicable, in sufficient copies for each Lender: (i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) if requested by any Lender, a Note payable to such Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) amendments to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateDocuments including, together with without limitation, (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesPledge Agreement, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralMortgages requested by the Administrative Agent; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesGuaranty; (v) stock certificates of insurance naming or, to the extent applicable under the applicable Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreement and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Agent; (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities; (vii) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations respects; and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiviii) a secretary’s certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents; (ix) an omnibus certificate from each Credit Party of the secretary or assistant secretary of the Ultimate General Partner certifying such Person’s as of the Effective Date (A) officers’ incumbencythe existence of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) authorizing resolutionsthe organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (C) organizational documentsthe resolutions of the governing body of the Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the other Credit Documents to which the Borrower or such Guarantor is a party, and the related transactions, and (D) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the date hereof; (x) an omnibus certificate of a Secretary or an Assistant Secretary of the Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Ultimate General Partner authorized to sign this Agreement, the Notes (if any), the Notices of Borrowing and the other Credit Documents on behalf of the General Partner in its capacity as general partner of the Borrower, and (B) the officers of each Guarantor authorized to sign the Credit Documents to which such Person Guarantor is a partyparty on behalf of such Guarantor; (viiixi) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each Credit Party in of the state Guarantors from each of (A) the states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the Guarantors is organized and (B) the jurisdictions in which a Mortgage has been filed with respect to such Person’s real property to the extent such Person is organized, which certificates shall required to be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datequalified in such jurisdiction; (ixxii) legal results of lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent; (xiii) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower, and (B) Millerlocal counsel in Kansas, CanfieldNew Mexico, Paddock Oklahoma and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentAgent and the Borrower with respect to Mortgages filed in such jurisdiction as amended and supplemented through the Effective Date, in each case dated as of the Effective Date and in a form reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors, or the mortgagor under such Mortgage, as applicable; provided, to the extent such opinions of local counsel are not delivered on the Effective Date, the Borrower shall deliver such opinions of local counsel within fifteen days after the Effective Date (or such later date as the Administrative Agent may determine); (xiv) the Financial Statements and the other financial statements or information described in Section 4.05; and (xxv) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to the order of each Lender requesting (who requests a Note; (ii) in the Guaranty executed by amount of its Commitment, the Borrower and all Subsidiaries existing on Guaranties, the Closing Date; (iii) Pledge Agreements, the Security Agreement executed by the Borrower Agreements, and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing Mortgages encumbering substantially all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Proven Reserves and Oil and Gas Properties with such insurance carriersin connection therewith, for such amounts and each of the other Loan Documents, including the Intercreditor Agreement, and all attached exhibits and schedules; (ii) favorable opinions of the Borrower’s, its Subsidiaries’, and the Guarantors’ counsel dated as of the date of this Agreement in form and substance reasonably satisfactory to the Lenders and the Administrative Agent and covering such risks matters as required any Lender through the Administrative Agent may reasonably request; (iii) copies, certified as of the date of this Agreement by Section 5.3a Responsible Officer of the Borrower of (A) the resolutions of the board of directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles of incorporation and bylaws of the Borrower, (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents, and (D) the Contribution Agreement as in effect on the Effective Date; (iv) certificates of a Responsible Officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the Security Instruments, the Notices of Borrowing, the Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower is a party; (v) copies, certified as of the date of this Agreement by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Managers (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (B) the articles or certificate (as applicable) of incorporation or organization and bylaws (or equivalent) of such Guarantor, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Guaranty, the Security Instruments, and the other Loan Documents to which such Guarantor is a party; (vi) a certificate from an authorized officer of the Borrower secretary or an assistant secretary of each Guarantor certifying the names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date date of this Agreement from a Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, met; and (D) governmental approvals, if any, with respect to that the Credit Documents to which such Person Borrower is a partySolvent; (viii) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, financing statements covering the Collateral for each Credit Party filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateCollateral; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPstock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate, as special counsel except to the Credit Parties, (B) Miller, Canfield, Paddock extent such stock certificates and Stone, P.L.C., as Michigan counsel stock powers have been delivered to the Credit PartiesFirst Lien Administrative Agent in accordance with the terms of the Intercreditor Agreement; (x) insurance certificates evidencing insurance and endorsements thereof which meet the requirements of this Agreement and the Security Instruments, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel and which are otherwise satisfactory to the Credit Parties, and Administrative Agent; (Dxi) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., the initial Independent Engineering Reports dated effective as Wyoming counsel to the Credit Parties, each in form and substance reasonably of a date acceptable to the Administrative Agent; and (xxii) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent and the Collateral Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Lenders: , and, where applicable, in sufficient copies for each Lender: (i) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Note; or its registered assigns in the amount of its Commitment, if requested by such Lender and the Security Agreement, including all attached exhibits and schedules; (ii) an opinion of the Guaranty executed by Borrower’s counsel dated as of the Borrower and all Subsidiaries existing on the Closing Date; date of this Agreement; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of the Borrower and each Subsidiary existing on the Closing Date, together with of (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesresolutions of the Board of Directors (or other applicable governing body) of the Borrower approving the Loan Documents to which it is a party, (B) certificatesthe partnership agreement, together with undatedarticles or certificate of incorporation, blank stock powers for each such certificateor certificate of formation (as applicable) and the limited liability company agreement, representing all of the issued and outstanding Equity Interests of each operating agreement, partnership agreement or bylaws (as applicable) of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documents, agreements, or instruments documents evidencing other necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC corporate action and intellectual property search reports for the Borrower necessary and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsGovernmental Approvals, if any, with respect to the Credit Loan Documents to which such Person the Borrower is a party and the other transactions contemplated hereby; (iv) certificates of a Responsible Officer of Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which Borrower is a party; ; (viiiv) appropriate UCC-1 financing statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) [reserved]; (vii) certificates of good standing for the Borrower in each Credit Party in the state in which each such Person is organized, which certificates certificate shall be (A) dated a date not earlier sooner than 30 days prior to Closing Date or the date of this Agreement; (Bviii) otherwise effective on a certificate executed by a Responsible Officer of the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Borrower certifying as special counsel to the Credit Parties, (Bmatters set forth in Sections 3.01(f) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (Dj) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentbelow; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. (a) The Administrative Agent Servicer shall have received use its best efforts to obtain and shall maintain custody of either i) the followingoriginal promissory notes or, duly executed ii) in the event that such original promissory notes cannot be located, copies of such promissory notes certified to be a true and correct copy by the Servicer, evidencing the Financed Student Loans. Alternatively, the Servicer shall maintain custody of either a tape or CD-Rom containing an electronic imprint of all promissory notes signed electronically in accordance with the parties theretoServicer 's Electronic Signature Process. The Indenture Trustee shall deliver notes, copies or records thereof as the Servicer reasonably advises is necessary to permit proper servicing hereunder. Nothing in form and substance reasonably satisfactory the foregoing shall require the Servicer to the Administrative Agent and the Lenders: obtain Master Promissory Notes relating to Financed Student Loans it has purchased from other lenders if other lenders (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; retain or (ii) guarantee, all or any portion of the Guaranty executed student's payment obligation under such Master Promissory Note. (b) The Servicer, as Servicer hereunder, shall maintain on its origination and servicing system, referred to by the Borrower and all Subsidiaries existing on the Closing Date; servicemark "Compass" (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateor such successor system, together with (A) appropriate UCC-1 financing statements attendant upgrades and intellectual updates, the "Origination and Servicing System"), records clearly identifying each Financed Student Loan as property of the Servicer pledged to the Indenture Trustee as security agreementsfor the Notes, if anyincluding principal amount outstanding, necessary for filing with type of loan, name of student and indicators which identify whether the appropriate authorities, (B) certificates, together with undated, blank stock powers student utilized the Servicer's Electronic Signature Process. The Servicer may combine documentation and system records for each Master Promissory Note so long as the Servicer does so in a manner which will ensure that each Financed Student Loan extended pursuant to such certificateMaster Promissory Note may be separately identified and transferred or sold. From time to time the Servicer shall, representing all upon request of the issued Indenture Trustee, submit such information and outstanding Equity Interests of each of take such action as may be reasonably required by the Borrower’s Subsidiaries required Indenture Trustee to assure that such Financed Student Loans are maintained in connection with the Security Agreement, a proper and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;secure condition. (ivc) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks Except as required by Section 5.3; (vi) a certificate from an authorized officer law, the Servicer shall maintain the confidentiality of the Borrower dated as information provided hereunder and shall not disclose or in any way communicate such information to third parties without the express written consent of the Closing Date stating that as of such date (A) all representations Indenture Trustee and warranties of the Borrower set forth in this Agreement are true Issuer. The Servicer shall provide a reasonably designed security system for access to original documents 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestits computer system.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateeach Guarantor; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Dateof its Subsidiaries, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC amendments to each of the Mortgages, duly executed and intellectual property search reports for delivered by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Subsidiary holding an interest in the properties of the Borrower and its Subsidiariesunderlying real property; (v) the Registration Rights Agreement executed by the Borrower; (vi) the Exchange Agreement executed by the Borrower, the other Credit Parties and the Investors party thereto; (vii) the Intercreditor Agreement executed by the Note Collateral Agent, the Borrower and the other Credit Parties; (viii) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral; (ix) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insuranceinsured, as applicable, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vix) a certificate from an authorized officer of the Borrower dated as of the Closing Restatement Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viixi) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiixii) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Restatement Effective Date; (ixxiii) a legal opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties▇ ▇▇▇▇▇ LLP, and (DC) Dray, Dyekman, ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇, each as Wyoming outside counsel to the Credit PartiesBorrower and the Guarantors, each in form and substance reasonably acceptable to the Administrative Agent; (xiv) evidence that all obligations outstanding under the Bilateral Agreement have been satisfied in full and all Liens in favor of Whitebox Advisors LLC, as Administrative Agent on behalf of the lenders party to the Bilateral Agreement, related to the Bilateral Collateral have been released, terminated and otherwise satisfied; and (xxv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by each Borrower, the Lenders and the Notes Administrative Agent, (ii) counterparts of the attached Material Subsidiary Acknowledgment and Reaffirmation duly executed by each Material Subsidiary and (iii) counterparts of the attached Parent Acknowledgment and Reaffirmation duly executed by the Parent; (2) a Revolving Note payable to the order of (i) each Increasing Lender requesting a Note; in the amount of such Increasing Lender’s Revolving Commitment, as increased hereby and (ii) the Guaranty executed New Lender in the amount of the New Lender’s Revolving Commitment, in each case as requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi3) a certificate from an authorized officer a Responsible Officer of the each Borrower dated as of the Closing Effective Date hereof stating that as that, both before and after giving effect to this Amendment and the increase of such date the Revolving Commitments pursuant to this Amendment (A) all representations and warranties of the Borrower Credit Parties set forth in this the Credit Agreement are true and correct in all material respects (except provided that (i) to the extent any representation and warranty expressly relates to a specific earlier date, such materiality qualifier shall not be applicable representation and warranty is true and correct in all material respects as of such earlier date, (ii) to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects and (iii) the representations and warranties that already are qualified or modified by materiality contained in Section 4.4(a) of the text thereof), Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.2(a) and (b) of the Credit Agreement) and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii4) a secretary’s certificate from each Credit Party of the Parent dated the Effective Date and certifying such Person’s (A) officers’ incumbencythat there have been no changes to the organizational documents of the Parent since the Second Amendment Closing Date or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Parent authorizing resolutionsthe execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer of the Parent executing this Amendment, any Credit Document or any other document delivered in connection herewith on behalf of the Parent; (5) a secretary’s certificate of Rowan Delaware dated the Effective Date and certifying (A) that there have been no changes to the organizational documentsdocuments of Rowan Delaware since the Second Amendment Closing Date or attaching such amendments, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of Rowan Delaware authorizing the execution and delivery of this Amendment and the Credit Documents executed in connection herewith and the performance of the Credit Agreement as amended hereby and the other Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (DC) governmental approvals, if any, with respect as to the incumbency and specimen signature of each officer of Rowan Delaware executing this Amendment, any Credit Documents to which such Person is a partyDocument or any other document delivered in connection herewith on behalf of Rowan Delaware; (viii6) certificates of good standing for each Credit Party of the Parent and Rowan Delaware in (a) the state jurisdiction in which each such Person is organizedorganized and (b) each jurisdiction in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Third Amendment Closing Date; (ix7) a legal opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (A) ▇8) a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma United Kingdom counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentParent; and (x9) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this The Loan Documents duly executed, completed and delivered by Borrower, including the Second Modification of Deeds to Secure Debt, Assignment of Rents and Security Agreement and all in the form of Exhibit E attached Exhibits and Schedules and the Notes payable to each Lender requesting a Notehereto; (iiB) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateCertified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured; (iiiC) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Security Agreement executed Liens of Lender in the Collateral and evidence in a form reasonably acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 5.2(B) hereof; (D) A copy of the Certificate of Incorporation of Borrower, and all amendments thereto, certified as of a recent date by the Borrower and each Subsidiary existing on Secretary of State of Delaware; (E) Current good standing certificates (or certificates of existence) for Borrower, issued by the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Secretary of the issued and outstanding Equity Interests State of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, Delaware and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralGeorgia; (ivF) appropriate UCC A closing certificate signed by the Chief Financial Officer and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Secretary or any Assistant Secretary of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations hereof, and warranties of the Borrower set forth in this Agreement 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)form of Exhibit F attached hereto, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedduly completed; (viiG) An opinion of Borrower's counsel in the form of Exhibit G attached hereto and copies of the results of a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyrecent examination under Borrower's name of the Uniform Commercial Code financing statement, (B) authorizing resolutionsfederal and state tax lien and judgment lien records of Gwinnett County, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyGeorgia; (viiiH) certificates Lien Subordination Agreements executed by all contractors listed on Exhibit B to Borrower's Affidavit dated as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;hereof executed by Bruce W. Smith; and (ix) legal opinions of (A▇) ▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other her documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the foregoing matters.

Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersreceived: (i) counterparts of this Agreement Amendment executed by the Borrowers, the Guarantor and all attached Exhibits and Schedules and of the Notes payable to each Lender requesting a NoteLenders; (ii) the Guaranty a Note executed by the Borrower and all Subsidiaries existing on applicable Borrowers in favor of each Lender requesting the Closing Datesame; (iii) a certificate of a Responsible Officer of each Borrower certifying as to the Security Agreement executed by incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and each Subsidiary existing on the Closing Datecertifying that attached thereto is a true, together with correct and complete copy of (A) appropriate UCC-1 financing statements the articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and intellectual property security agreementsall amendments thereto, if anycertified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii) of the Credit Agreement, necessary for filing with the appropriate authoritiesin any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) certificatesthe bylaws (or similar governing documents) of such Borrower as in effect on the date hereof, together with undated(C) resolutions duly adopted by the board of directors or shareholders, blank stock powers for each as applicable, of such certificateBorrower authorizing the transactions contemplated hereunder and the execution, representing all delivery and performance of this Amendment and the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreementother Loan Documents to which it is a party, and (CD) any other documents, agreements, or instruments necessary each certificate required to create, perfect or maintain an Acceptable Security Interest in be delivered pursuant to Section 5.2(b)(iii) of the CollateralCredit Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower and its Subsidiaries;under the laws of the jurisdiction of formation of such Borrower; and (v) certificates of insurance naming at least three (3) calendar days prior to the Amendment No. 12 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as loss payee applicable, in order to comply with respect to property insuranceits obligations under applicable “know your customer” and anti-money laundering rules and regulations, or additional insured with respect to liability insuranceincluding the PATRIOT Act and Beneficial Ownership Regulations, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersin each case, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which extent reasonably requested by the Administrative Agent or such Person is a party; Lender in writing at least ten (viii10) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 business days prior to Closing Date or (B) otherwise effective on the Closing Amendment No. 12 Effective Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received Credit Facilities to be documented as an amendment and restatement of the following, duly executed by all Existing Credit Agreement pursuant to the parties thereto, in form Tenth Amended and substance reasonably Restated Credit Agreement on terms satisfactory to the Administrative Agent Lenders, the Agent, the Collateral Agent, the Obligors and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Plan Sponsor. Security: As per Existing Credit Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect subject to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Partiesfollowing, each in form and substance reasonably acceptable and on terms satisfactory to the Administrative Lenders, the Agent and the Collateral Agent, the Obligors and the Plan Sponsor (collectively, the “Additional Security”): (i) general security agreement, share pledge agreement (as applicable), guarantee and blocked account agreement or deposit account control agreement (as applicable) from each of the Additional Guarantors; provided that, for greater certainty, if the Filter Group Debt has not been repaid in full on or prior to the Effective Date, the Filter Entities will be required to deliver guarantee, general security agreement and blocked account agreement or deposit account control agreement (as applicable) only after the Filter Group Debt has been repaid in full; (ii) amendment to the securities pledge agreement made as of August 28, 2020 between 8704104 Canada Inc. (“8704104”) and the Collateral Agent pursuant to which 8704104 will pledge the equity interests owned by 8704104 in the capital stock of Filter Group Inc. in favour of the Collateral Agent; and (xiii) confirmations of all of the other existing guarantees, security and subordination agreements from Borrowers and Guarantors; (iv) blocked account agreements or deposit account control agreements, cash collateral agreements and such other documentsagreements as may be required by the Lenders, governmental certificatesin each case, agreementsin connection with the cash collateral provided from time to time by the Borrowers to the Agent, for the benefit of the Lenders and lien searches as any Lender Party may reasonably requestthe LC Lender, in accordance with clause (v) of the Section titled “Prepayments and Repayments” above; (v) to the extent not previously delivered to the Collateral Agent, delivery of the certificates representing the equity interests pledged to the Collateral Agent pursuant to the Security, together with related stock powers duly endorsed in blank; and (vi) registration of financing statements or other appropriate filings or notices in respect of the foregoing in all relevant jurisdictions.

Documentation. The On the Closing Date, the Administrative Agent shall have received each of the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties A certificate of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurancesigned by an Authorized Officer, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (Aw) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects respects, (except that such materiality qualifier shall not be applicable x) the Borrower is in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) since the date of the Audited Financial Statements delivered to any representations and warranties that already are qualified or modified by materiality the Administrative Agent, there has been no change in the text thereof)business, property, condition (Bfinancial or otherwise) no Default has occurred or results of operations of the Borrower which could reasonably be expected to have a Material Adverse Effect; (ii) A certificate dated the Closing Date and is continuingsigned by the Secretary or an Assistant Secretary of the Borrower, certifying as appropriate as to: (x) all action taken by the Borrower in connection with this Agreement and the other Loan Documents; (y) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (Cz) copies of its Organization Documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence of the Borrower in each state where organized or qualified to do business; (iii) The Bonds signed by an Authorized Officer of the Issuer and authenticated by the Trustee; (iv) This Agreement and each of the other Loan Documents signed by an Authorized Officer of the Borrower and Issuer and all conditions precedent appropriate financing statements; (v) A written opinion of special tax counsel, dated the Closing Date, covering federal income tax matters relating to interest on the Bonds and other matters, in form and substance acceptable to the Administrative Agent and its counsel; (vi) A written opinion of counsel for the Borrower, dated the Closing Date and in the form set forth in this Section 3.1 have been met or waivedSchedule 4.1(a); (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, Evidence that adequate insurance required to be maintained under this Agreement is in full force and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyeffect; (viii) certificates A duly completed Compliance Certificate as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days last day of the fiscal quarter of Borrower most recently ended prior to Closing Date or (B) otherwise effective on the Closing Date, signed by an Authorized Officer; (ix) legal opinions A funding request of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel the Borrower relating to the Credit Parties, Series 2013 Bonds; (Bx) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel All material consents required to effectuate the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agenttransactions contemplated hereby; and (xxi) Such other documents in connection with such other documents, governmental certificates, agreements, and lien searches transactions as any Lender Party the Administrative Agent or its counsel may reasonably request.

Documentation. The US Administrative Agent shall have received the following, duly executed by all the parties theretothereto (other than as to this Agreement for any Continuing Term B Lender who, in lieu of executing a signature page hereto, may provide a consent and agreement in form acceptable to the US Administrative Agent agreeing to the terms hereof and agreeing to be party to and be bound by the terms hereof), in form and substance reasonably satisfactory to the US Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Guaranty executed Notes payable to the order of each applicable Lender, as requested by the Borrower and all Subsidiaries existing on the Closing Datesuch Lender; (iii) reaffirmations of the US Subsidiary Guaranty and the Canadian Guaranty; (iv) reaffirmations of US Security Agreement executed by and the Borrower and each Subsidiary existing on the Closing DateCanadian Security Agreement, together with (A) appropriate UCC-1 and UCC-3 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesCollateral described in such Security Agreements; (v) reaffirmation of US Pledge Agreement together with stock powers executed in blank, UCC-1 and UCC-3 financing statements, if any, necessary or desirable for filing with the appropriate authorities and any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral described in the such Pledge Agreement; (vi) reaffirmations and amendments to existing Mortgages; (vii) evidence that the Applicable Administrative Agent has an Acceptable Security Interest in the Collateral; (viii) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the BorrowerCompany’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the US Administrative Agent and naming the applicable Administrative Agent as loss payee and additional insured as required by under Section 5.3; (viix) a certificate from an authorized officer of the Borrower Company dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower Company set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiA) a secretary’s certificate from each Credit Party (other than a Foreign Credit Party) certifying such Person’s (Ai) officers’ incumbency, (Bii) authorizing resolutions, (Ciii) organizational documents, and (Diii) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; and (B) a secretary’s or officer’s certificate from each Foreign Credit Party certifying such organizational matters and documents as may be requested by the Canadian Administrative Agent; (viiixi) certificates of good standing for each Credit Party (other than Foreign Subsidiary Guarantors that are not Canadian entities) in (a) the state state, province or territory in which each such Person is organizedorganized and (b) each state, province or territory in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Effective Date; (ixxii) a legal opinions opinion of (A) ▇V▇▇▇▇▇ & ▇E▇▇▇▇▇ LLP, as special L.L.P. outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the US Administrative Agent; (xiii) a legal opinion of solicitors of each Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each Party domiciled in Canada or any province thereof in form and substance reasonably acceptable to the Administrative AgentAgents; and (xxiv) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent Bank shall have received received, in form and substance satisfactory to Bank, each of the following, duly executed where applicable: (i) This Agreement, the Line of Credit Note and each other Loan Document or instrument or document required hereby, including but not limited to the INMETCO Intercreditor Agreement between U.S. Bank, National Association (“US Bank”), collateral agent, under the Indenture, dated July 26, 2012, with respect to the Guarantor’s senior secured notes issued thereunder (the “INMETCO Intercreditor Agreement”). (ii) Each document (including any Uniform Commercial Code financing statements) required by this Agreement, any related agreement or under law or reasonably requested by Bank to be filed, registered or recorded in order to create, in favor of Bank, a perfected security interest in or lien upon the collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Bank shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; and (iii) A copy of (a) Certificate of Incorporation of Borrower, and all amendments thereto, together with copies of Borrower's Bylaws, all certified as accurate and complete by the parties Secretary or other authorized officer of Borrower, and (b) the Certificate of Incorporation, and all amendments thereto, together with copies of Guarantor's Bylaws, all certified as accurate and complete by the Secretary or other authorized officer of Guarantor. (iv) A certificate of the Secretary of the Borrower or other authorized officer of the Borrower as to (i) resolutions of the directors of the Borrower approving and authorizing (a) the Borrower to enter into any and all Loan Documents to which it is a party, (b) the granting by Borrower of liens upon the collateral required hereunder; (ii) incumbency, (iii) good standing certificate for Borrower issued by the Secretary of State of the state of Delaware, and (iv) a subsistence certificate for the Borrower issued by the Secretary of State of the Commonwealth of Pennsylvania. (v) A certificate of the Secretary of the Guarantor or other authorized officer of the Guarantor as to (i) resolutions of the directors of the Guarantor approving and authorizing (a) the Guarantor to enter into any and all Loan Documents to which it is a party, (b) the granting by Guarantor of liens upon the collateral required hereunder; (ii) incumbency, (iii) good standing certificate for Guarantor issued by the Secretary of State of the state of Delaware. (vi) Tax lien certificate for Guarantor issued by the Department of Revenue of the Commonwealth of Pennsylvania. (vii) The certificate or certificates evidencing the Borrower Stock, together with the appropriate stock or transfer power, in form and substance reasonably satisfactory to the Administrative Agent and Bank, signed by the Lenders:Guarantor. (iviii) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by An officer's certificate of the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of certifying that each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties conditions of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viisatisfied as of the date of such initial borrowing and that the Borrower is in compliance with the matters described under Sections 3.1(j) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;3.1(k); and (ix) legal opinions Such other documents as Bank may require under any other Section of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestthis Agreement.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the Effective Date, the following, each in the form and substance satisfactory to Purchaser and its counsel: (1) duly executed counterparts of this Agreement; (2) a Subordinated Note in the principal amount of Seven Million Four Hundred Thousand Dollars ($7,400,000) duly executed and issued by the Company to the Purchaser; (3) the Security Agreement, duly executed by the Company and the Domestic Guarantors party thereto; (4) the Pledge Agreement, duly executed by the Company and the Domestic Guarantors party thereto, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 100% of the equity of all first tier Foreign Subsidiaries; (5) Post-Closing Letter Agreement, duly executed by the parties theretoCompany, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NotePurchaser; (ii6) the Guaranty Warrant duly executed and issued by the Borrower and all Subsidiaries existing on Company to the Closing DatePurchaser; (iii7) [reserved]; (8) certified copies of the Security Agreement executed by the Borrower Existing Debt Documents and each Subsidiary existing on the Closing Date, together with all other Material Contracts; (A9) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers Financing Statements for each such certificate, representing all of the issued and outstanding Equity Interests of appropriate jurisdiction naming each of the BorrowerCompany, the Merger Entity and each of the Domestic Guarantors as “debtor” and the Purchaser as “secured party” covering the Collateral as is necessary, in the Purchaser’s Subsidiaries required in connection with sole discretion, to perfect the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest Purchaser’s Liens in the Collateral; (iv10) appropriate UCC all stock certificates evidencing any certificated Equity Interests pledged to the Purchaser pursuant to the Pledge Agreement, together with duly executed in blank, undated stock powers attached thereto; provided, however, that the Obligors shall not be required to delivery any such certificates to the extent delivered to MidCap Senior Agent pursuant to and intellectual property search reports as security for the Borrower obligations under the MidCap ABL Senior Credit Agreement; (11) UCC, tax, judgment and its Subsidiaries reflecting no prior lien search results with respect to each Obligor and Merger Entity from all appropriate jurisdictions and filing offices as requested by the Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) encumbering against the properties assets of the Borrower and its SubsidiariesObligors; (v12) certificates of insurance naming the Administrative Agent as loss payee Secretary Certificate for each Obligor, together with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer attached copies of the Borrower dated certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto certified to be true and complete as of a recent date by the Closing Date stating that appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuinga recent date; and (Cb) all conditions precedent set forth good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in this Section 3.1 have been met or waived; which such Obligor is organized, in each case as of a recent date; (viic) a secretary’s certificate from copy of resolutions adopted by the governing board of each Credit Party certifying such Person’s (A) officers’ incumbencyObligor, (B) authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of this Agreement and the Credit other Transaction Documents to which such Person Obligor is a partyparty certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (viii13) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) favorable legal opinions opinion of (Ai) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as special counsel to the Credit PartiesObligors, (Bii) Miller▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CanfieldLLP, Paddock and Stone, P.L.C., as Michigan special Nevada counsel to the Credit PartiesCompany, and (Ciii) Hall, Estill, Hardwick, Gable, Golden & Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., as Oklahoma special Massachusetts counsel to the Obligors, each addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral, (B) the payment of any dividends or distributions with respect to any Equity Interest of any Obligor, (C) the incurrence of the Obligations or any guaranty thereof by any Guarantor, or (D) the issuance of Series D Preferred Stock of the Company; provided, however, that any consent of the MidCap Funding X Trust required under the under MidCap ABL Credit PartiesAgreement to the incurrence of Debt under the Subordinated Note and the grant of Liens in favor of the Purchaser shall be delivered as condition to the Closing; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal years ending May 31, 2015 and May 31, 2016, (B) the internally prepared monthly and year-to-date consolidated financial statements of the Company as of October 31, 2016, and (DC) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to twelve (12) months of preliminary financial projections for the Credit PartiesCompany and its consolidated subsidiaries, each in form and substance reasonably acceptable satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit D hereto; (16) a duly executed solvency certificate from the Company as to solvency of each the Obligors, the Company and the Guarantors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date, including, without limitation, the incurrence of the Debt evidenced by the Subordinated Note, each in form and substance satisfactory to the Purchaser; (17) each other Transaction Document and closing item specified as an item to be delivered on or prior to the Effective Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, as applicable, in each case, as determined by the Purchaser; and (x18) the original Global Intercompany Note, duly executed by the Company and the Subsidiaries party thereto, together with a duly executed allonge endorsing said note in blank to Purchaser; provided, however, that the Obligors shall not be required to delivery such other documents, governmental certificates, agreements, note and lien searches allonge to the extent delivered to MidCap Senior Agent pursuant to and as any Lender Party may reasonably requestsecurity for the obligations under the MidCap ABL Senior Credit Agreement.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals or facsimiles or electronic copies (including “PDF” and “TIFF” files) (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretosigning Loan Party, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) a counterpart of this Agreement Amendment, duly executed and all attached Exhibits and Schedules delivered by the Borrowers, the Subsidiary Guarantors, the L/C Issuer and the Notes payable to each Lender requesting a NoteRequired Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Guaranty executed by Administrative Agent may require evidencing (A) the Borrower identity, authority and all Subsidiaries existing on capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (B) the Closing Dateapproval of such Loan Party to the increase in the Aggregate Commitments provided hereunder; (iii) such documents and certifications as the Security Agreement executed by 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 Borrower conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iv) a favorable opinion of Fried, Frank, Harris, Shriver and ▇▇▇▇▇▇▇n LLP, ▇▇▇▇▇▇l to the Borrowers, and such local counsel to such Loan Parties as the Administrative Agent shall request, in each Subsidiary existing case addressed to the Administrative Agent, on behalf of itself, each Lender and the Closing DateL/C Issuer, together with as to such other matters concerning such Loan Parties, this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of each Loan Party either (A) appropriate UCC-1 financing statements attaching copies of all consents, licenses and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries approvals required in connection with the Security Agreementexecution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment, and (C) any other documentssuch consents, agreementslicenses and approvals shall be in full force and effect, or instruments necessary to create(B) stating that no such consents, perfect licenses or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3approvals are so required; (vi) a certificate from an authorized officer signed by a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date Company certifying (A) all representations and warranties a calculation of the Borrower set forth in this Agreement 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)Senior Notes Indenture Secured Debt Cap as of March 31, 20▇▇, (B▇) no Default has occurred ▇▇▇▇ ▇▇▇ ▇▇an Party EBITDA for the period of four consecutive fiscal quarters of the Company ending March 31, 2014 represents at least 70% of Adjusted Consolidated EBITDA for such period (including the amount and is continuing; percentage of Adjusted Consolidated EBITDA contributed by each Loan Party for such period) and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;that there is no Subsidiary that would constitute a Material Subsidiary as of the end of the period of four consecutive fiscal quarters of the Company ending March 31, 2014 that is not a Loan Party as of the Amendment Effective Date; and (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Uniform Commercial Code search results showing only those Liens as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably are acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestAgent in its reasonable discretion.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this The Loan Documents duly executed, completed and delivered by Borrower, including the First Modification of Deed to Secure Debt, Assignment of Rents and Security Agreement and all in the form of Exhibit C attached Exhibits and Schedules and the Notes payable to each Lender requesting a Notehereto; (iiB) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateCertified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured; (iiiC) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Security Agreement executed Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 6.2(B) hereof; (D) A copy of the Certificate of Incorporation of Borrower, and all amendments thereto, certified as of a recent date by the Borrower and each Subsidiary existing on Secretary of State of Delaware; (E) Current good standing certificates (or certificates of existence) for Borrower, issued by the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Secretary of the issued and outstanding Equity Interests State of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, Delaware and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralGeorgia; (ivF) appropriate UCC A closing certificate signed by the Chief Financial Officer and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Assistant Secretary of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations hereof, and warranties of the Borrower set forth in this Agreement 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)form of Exhibit E attached hereto, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedduly completed; (viiG) An opinion of Borrower's counsel in the form of Exhibit F attached hereto and a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencywritten report of a recent examination under Borrower's name of the Uniform Commercial Code financing statement, (B) authorizing resolutionsfederal and state tax lien and judgment lien records of Gwinnett County, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyGeorgia; (viiiH) certificates Lien Subordination Agreements executed by all contractors listed on Exhibit C to the Borrower's Affidavit dated as of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) hereof executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xI) such A First Modification of Cash Collateral Account Agreement dated as of the date hereof from Borrower; and (J) Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the foregoing matters.

Documentation. The Administrative Agent or its counsel shall have received (including by way of electronic transmission) the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) an Amendment to the Stockholder’s Agreement, an Amendment to the Warrant Agreement, the Assignment and Acceptance, this Agreement Amendment, to the extent requested by a Lender, a Note payable to the order of each Lender, and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Noteother applicable Credit Documents; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of each of the Borrower Credit Parties dated as of the Closing Second Amendment Effective Date stating that as of such date (A) all representations and warranties of the Borrower such Credit Party set forth in this Amendment, the Credit Agreement and the other 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)correct, (B) no Default has occurred such Credit Party shall have performed and is continuing; complied with all covenants and conditions required herein to be performed or complied with by it prior to the Second Amendment Effective Date and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedno Default then exists; (viiiii) a secretary’s certificate from each Credit Party certifying such PersonCredit Party’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to this Amendment, and the other Credit Documents to which such Person Credit Party is a party; (viiiiv) certificates of good standing for each Credit Party in the state in which each such Person Credit Party is incorporated or organized, which certificates shall be (A) dated a date not earlier than 30 ten (10) days prior to Closing Date or (B) otherwise effective on the Closing Second Amendment Effective Date; (ixv) legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel Parties with respect to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel Amendment to the Credit PartiesStockholder’s Agreement, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel the Amendment to the Warrant Agreement, this Amendment, the Credit PartiesAgreement and the other Credit Documents, each similar in form scope and substance reasonably acceptable to the opinion addressed and delivered to the Administrative AgentAgent in connection with the of the Credit Agreement; (vi) security documentation, reaffirmation agreements or ratifications as the Administrative Agent or any Lender may reasonably request; and (xvii) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Guaranty executed Revolving Notes and the Swing Line Note, if requested by the Borrower and all Subsidiaries existing on the Closing Dateapplicable Lender; (iii) the Security Agreement Guaranty executed by each Guarantor; (iv) the Borrower and Security Agreements executed by each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior that is superior to all other Liens (other than Permitted Liens) encumbering in the properties of Collateral described in the Borrower and its SubsidiariesSecurity Agreements; (v) the Pledge Agreement executed by each Credit Party that owns Equity Interests in another Person, together with stock powers executed in blank, UCC-1 financing statements, and any other documents, agreements, or instruments necessary to create an Acceptable Security Interest that is superior to all other Liens (other than Excepted Liens) in the Collateral described in the Pledge Agreement; (vi) certificates of insurance naming issued by the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and applicable insurance carriers covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersRestricted Subsidiaries Properties, for such amounts and covering such risks as required that are contemplated by Section 5.3; (vivii) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiviii) a certificate from a Financial Officer of the Borrower certifying that, before and after giving effect to the Borrowings contemplated hereunder, the Borrower and each of its Restricted Subsidiaries, taken as a whole, are Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language and the contribution provisions contained in the Guaranty will be given full effect). (ix) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documentsOrganization Documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiix) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier sooner than 30 thirty (30) days prior to Closing Date or (B) otherwise effective on the Closing Effective Date; (ixxi) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇▇▇, P.C., as Oklahoma L.L.P. counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (xxii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Notes payable to the order of each Lender, as requested by such Lender; (iii) the Parent Guaranty; (iv) a Material Subsidiary Guaranty executed by the Borrower and all Subsidiaries each Material Subsidiary existing on the Closing Date; (iiiv) the Security Agreement executed by the Borrower and each Luxembourg Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Guaranty; (vi) a certificate from an authorized officer a Responsible Officer of each of the Parent and the Borrower dated as of the Closing Date hereof stating that as of such date (A) all representations and warranties of the Borrower Credit Parties set forth in this Agreement are true and correct in all material respects (except provided that to the extent any representation and warranty is qualified as to “Material Adverse Change” or otherwise as to “materiality”, such materiality qualifier shall not be applicable to any representations representation and warranties that already are qualified or modified by materiality warranty is true and correct in the text thereof), all respects) and (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state (a) each jurisdiction in which each such Person is organizedorganized and (b) each jurisdiction in which such good standing is necessary except where the failure to be in good standing could not reasonably be expected to result in a Material Adverse Change, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datedate hereof; (ix) a legal opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, outside counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (Ax) ▇a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma United Kingdom counsel to the Credit Parties, and Parent; (Dxi) Dray, Dyekman, a legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇, as Wyoming Luxembourg counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentRowan Finanz; and (xxii) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this Agreement Agreement, an Amended and Restated Revolving Note and an Amended and Restated Term Note payable to the order of each Bank in the amount of its Revolving Commitment and outstanding principal amount of Term Advances as of the Effective Date, respectively, the Guaranties, the Limited Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages Amendments to each of the existing Mortgages encumbering substantially all of the Borrower's and the Guarantors' Oil and Gas Properties and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of the Guaranty executed by Borrower's Oklahoma counsel, dated as of the Borrower Effective Date and all Subsidiaries existing on substantially in the Closing Dateform of the attached EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Bank through the Agent may reasonably request; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all a favorable opinion of the issued and outstanding Equity Interests of each Agent's counsel dated as of the Borrower’s Subsidiaries required in connection with the Security Agreement, Effective Date and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest substantially in the Collateralform of the attached EXHIBIT K-2 covering the matters discussed in such Exhibit; (iv) appropriate UCC and intellectual property search reports for a certificate of the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and its SubsidiariesBylaws, the resolutions of the board of directors of the Borrower authorizing this Agreement and related transactions, and the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents; (v) certificates a certificate of insurance naming the Administrative Agent as loss payee with respect to property insurancesecretary or an assistant secretary of each Guarantor certifying the existence of such Guarantor, the certificate or additional insured with respect to liability insurancearticles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the board of directors or other equivalent managing body of such Guarantor authorizing the Guaranty of such Guarantor and related transactions, and covering the Borrower’s incumbency and its Subsidiaries’ Properties with signatures of the officers of such insurance carriers, for Guarantor authorized to execute the Guaranty of such amounts Guarantor and covering such risks as required by Section 5.3related documents; (vi) a certificate dated as of the Effective Date from an authorized the president or chief financial officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with respect to the Credit Documents to which such Person is a partyappropriate authorities; (viii) stock certificates of good standing required in connection with the Pledge Agreements and stock powers executed in blank for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datestock certificate; (ix) legal opinions insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is satisfactory to insurance consultants or brokers satisfactory to the Agent; (x) certified copies of each of the Reorganization Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to being true and correct copies of such documents as of the Credit PartiesEffective Date, (B) Miller, Canfield, Paddock and Stone, P.L.C.that to the knowledge of such Responsible Officer as having been duly authorized by the Board of Directors of the Borrower, as Michigan counsel to managing general partner of the Credit PartiesPartnership, and by Double R, as special general partner of the Partnership, and (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.that to the -43- knowledge of such Responsible Officer as having been duly executed and delivered by the Borrower, as Oklahoma counsel to managing general partner of the Credit PartiesPartnership, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.by Double R, as Wyoming counsel to special general partner of the Credit PartiesPartnership; (xi) certified copy of the Rescission Documents each certified as of the Effective Date by a Responsible Officer of the Borrower (A) as being true and correct copies of such documents as of the Effective Date, each in form (B) as having been duly authorized by the Board of Directors of the Borrower, as managing general partner of the Partnership, and substance reasonably acceptable to by the Administrative Agentmanaging general partner of Partners and (C) as having been duly executed and delivered by the Borrower, as managing general partner of the Partnership, and by the managing general partner of Partners; and (xxii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to the Administrative Agent, at Borrower’s sole cost and expense, the following, duly executed by all the parties thereto, each of which shall be originals and each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (a) this Amendment executed by Borrower; (b) at least one fully-executed original Consent of Guarantors/Security Parties in the form of Annex I attached hereto; (c) with respect to Borrower, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each such Borrower, its qualification to engage in business in its jurisdiction of organization, its authority to execute, deliver and perform this Amendment, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including certified copies of articles of incorporation and amendments thereto, articles of organization and amendments thereto, operating agreements and amendments thereto, bylaws and amendments thereto (or updates to such organizational documents or representations that no amendments to such documents have been made, as agreed to by the Administrative Agent), certificates of good standing, certificates of corporate resolutions or limited liability company resolutions or other applicable authorization documents, incumbency certificates, Certificates of Responsible Officials, and the like;. (d) a Certificate of Responsible Official of Borrower certifying that (i) this Agreement attached thereto are true, correct, complete and all attached Exhibits fully executed copies of the Stock Purchase Documents and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower Preferred Stock Issuance has been completed in accordance with such documents and all Subsidiaries existing on the Closing Dateapplicable Laws; (iiie) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all an Opinion of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, Counsel or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if anyreliance thereon, with respect to the Credit Documents to which such Person is a party; (viii) certificates completion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentPreferred Stock Issuance; and (xf) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestthe Acknowledgement of Series A Shareholders in the form of Annex III attached hereto.

Documentation. The Administrative Agent There shall have received been delivered to Buyer the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (iA) this Agreement The stock certificates of each Seller representing the number of Shares set forth opposite such Seller's name on Exhibit A, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer; and all attached Exhibits and Schedules and (B) the Notes payable promissory notes evidencing the Purchased Debt, duly endorsed in favor of or assigned to each Lender requesting a Note;Buyer. (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate dated the Closing Date;, of each Seller confirming the matters set forth in Sections 5.3(a) and (b). (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on A certificate, dated the Closing Date, together with of the Secretary or Assistant Secretary of the Company certifying, among other things, that attached or 37 appended to such certificate (A) appropriate UCC-1 financing statements is a true and intellectual property security agreementscorrect copy of the articles of incorporation and bylaws (or comparable instruments) of the Company, and all amendments if any, necessary for filing with any thereto as of the appropriate authorities, date thereof; (B) certificates, together with undated, blank stock powers for each such certificate, representing all are the names of the issued directors and outstanding Equity Interests of each officers of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuingCompany; and (C) is a true copy of all conditions precedent set forth in this Section 3.1 corporate actions taken by the Board of Directors of the Company (which actions shall have been met taken prior to the date of entering into this Agreement) to authorize the Contemplated Transactions. (iv) The resignations, dated on or waived;before the Closing Date, of each director and officer of the Company and such trustees of Benefit Plans as may have been requested by Buyer. (v) A signed opinion of Sellers' counsel, dated the Closing Date, addressed to Buyer, substantially in the form of opinion annexed as Exhibit F hereto (the "Closing Opinion"). (vi) Copies of all Seller Required Consents and material Permits. (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, All notes and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party;other evidence of Company Debt. (viii) certificates Possession and control of good standing for each Credit Party in the state in which each such Person is organizedAssets of the Company (including all corporate books, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date;bank accounts, records, documents, Leases and Contracts). (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPTitle affidavits, as special counsel forms and other documentation reasonably required in order to obtain the Credit Parties, (B) Miller, Canfield, Paddock title insurance and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each survey described in form and substance reasonably acceptable to the Administrative Agent; andSection 5.3(f). (x) An executed estoppel certificate from the landlord under each Lease, substantially in the form of Exhibit G hereto, provided that Sellers' failure to obtain such other documents, governmental certificates, agreements, estoppel certificates after a good faith attempt to do so will not be a defense to Buyer's obligations to close the Contemplated Transactions. (xi) Executed UCC-1 financing statements reasonably requested by Buyer in connection with the Merchandising Note and lien searches as any Lender Party may Security Agreement. (xii) Executed UCC-1 financing statements reasonably requestrequested by Buyer in connection with the Deed of Trust. (xiii) Proof of posting of Worker Adjustment and Retraining Notification Act notices.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this This Agreement and all attached Exhibits and Schedules and the Notes payable to Note, each Lender requesting a Noteduly executed by Borrower; (iiB) the Guaranty The Security Agreement and any other Security Documents duly executed by the Borrower and all Subsidiaries existing on the Closing DateBorrower; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties A legal opinion of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇Alst▇▇ & ▇▇▇▇▇▇ LLPird, as special counsel to Borrower, substantially in the Credit Partiesform of Exhibit "M" attached hereto and incorporated by reference herein; (D) A Compliance Certificate in the form of Exhibit "K" attached hereto and incorporated by reference herein duly executed by an officer of Borrower; (E) Certificates or policies of insurance evidencing compliance with the applicable provisions of this Agreement; (F) A request for Advance pursuant to Section 9.4 hereof and a Borrowing Base Report; (G) Certified copies of (a) Borrower's casualty insurance policies, (B) Miller, Canfield, Paddock and Stone, P.L.C., together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partiesloss payee, and (Db) DrayBorrower's liability insurance policies, Dyekmantogether with endorsements naming Lender as a co-insured; (H) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.having the Lien priority specified in Section 4.2(B) hereof; (I) A copy of the Articles or Certificate of Incorporation of Borrower, as Wyoming counsel to and all amendments thereto, certified by the Credit PartiesSecretary of State or other appropriate official of its jurisdiction of incorporation and a copy of the Bylaws of Borrower, each in form and substance reasonably acceptable to certified by the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.Secretary of the Borrower;

Documentation. The On or before the Effective Date, the Administrative Agent shall have received the following, following duly executed by all the applicable parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and where applicable, in sufficient copies for each Lender: (i) this Agreement and all its attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) if requested by any Lender, a Note payable to such Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) amendments to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateDocuments including, together with without limitation, (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesPledge Agreement, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralMortgages requested by the Administrative Agent; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesGuaranty; (v) stock certificates of insurance naming or, to the extent applicable under the applicable Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreement and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Agent; (vi) appropriate UCC-1 or UCC-3 Financing Statements, if any, covering the Collateral for filing with the appropriate authorities; (vii) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement and each of the other Credit Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations respects; and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viiviii) a secretary’s certificates of insurance naming the Administrative Agent as loss payee or additional insured, as applicable, evidencing insurance which meets the requirements of this Agreement and the Security Documents; (ix) an omnibus certificate from each Credit Party of the secretary or assistant secretary of the Ultimate General Partner certifying such Person’s as of the Effective Date (A) officers’ incumbencythe existence of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (B) authorizing resolutionsthe organizational documents of the Borrower, the General Partner, the Ultimate General Partner and each Guarantor, (C) organizational documentsthe resolutions of the governing body of the Ultimate General Partner or such Guarantor, as applicable, approving this Agreement and the other Credit Documents to which the Borrower or such Guarantor is a party, and the related transactions, and (D) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement and the other Credit Documents executed and delivered on or before the date hereof; (x) an omnibus certificate of a Secretary or an Assistant Secretary of the Ultimate General Partner dated as of the Effective Date certifying the names and true signatures of (A) the officers of the Ultimate General Partner authorized to sign this Agreement, the Notes (if any), the Notices of Borrowing and the other Credit Documents on behalf of the General Partner in its capacity as general partner of the Borrower, and (B) the officers of each Guarantor authorized to sign the Credit Documents to which such Person Guarantor is a partyparty on behalf of such Guarantor; (viiixi) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Ultimate General Partner, and each Credit Party in of the state Guarantors from each of (A) the states in which the Borrower, the General Partner, the Ultimate General Partner, and each of the Guarantors is organized and (B) the jurisdictions in which a Mortgage has been filed with respect to such Person’s real property to the extent such Person is organized, which certificates shall required to be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datequalified in such jurisdiction; (ixxii) legal results of lien and tax searches of the UCC Records of the Secretary of State of jurisdictions selected by the Administrative Agent and reflecting no Liens (other than Permitted Liens) against any of the Collateral other than in favor of the Administrative Agent; (xiii) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower, and (B) Millerlocal counsel in Kansas, CanfieldNew Mexico, Paddock Oklahoma and Stone, P.L.C., as Michigan counsel Wyoming reasonably acceptable to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel Administrative Agent and the Borrower with respect to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇52 ▇▇▇▇▇ P.C.Energy Partners, L.P. 3rd Amended/Restated Credit Agreement Mortgages filed in such jurisdiction as Wyoming counsel to amended and supplemented through the Credit PartiesEffective Date, in each case dated as of the Effective Date and in a form and substance reasonably acceptable to Administrative Agent and covering the Borrower and the Guarantors, or the mortgagor under such Mortgage, as applicable; provided, to the extent such opinions of local counsel are not delivered on the Effective Date, the Borrower shall deliver such opinions of local counsel within fifteen days after the Effective Date (or such later date as the Administrative AgentAgent may determine); (xiv) the Financial Statements and the other financial statements or information described in Section 4.05; and (xxv) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to Certified copy of constating documents of each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all Obligor; - Resolution of the issued and outstanding Equity Interests Board of Directors of each of the Borrower’s Subsidiaries Obligor; - Any authorization required in connection with the Security transactions contemplated by this Letter Loan Agreement; - ISDA Master Agreement and other documentation for Facility E; - If necessary the Bank’ standard application and indemnity agreement for letters of credit, letters of guarantee or documentary letters credit for each Letter of Credit and (Letter of Guarantee; - MasterCard Agreements with the Bank and other related agreements for Facility D; - All security described in this Letter Loan Agreement under the heading “Security”; - Landlord waivers for the premises leased by the Obligors where the Obligors have requested the Bank to margin inventory; - Promissory notes of the Borrowers, as the Bank may request from time to time; - A copy of the Share Purchase Agreement related to the Bemag Transaction for Facility C) any other documents, agreements, or instruments necessary ; - A copy of the Asset Purchase Agreement related to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual Vermont Transaction for Facility C; - Personal movable property search reports with regard to any movable property registry (or any equivalent register in other jurisdictions where any security, mortgage or debenture are registered) in respect of each Obligor who is granting a security in favour of the Bank in all relevant jurisdictions; - Release and mainlevée or satisfactory priority agreements for the Borrower and its Subsidiaries reflecting no all prior ranking Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) Encumbrances; - Updated certificates of insurance for each Borrower naming the Administrative Agent Bank as first loss payee with respect payee; - Environmental evaluation by a firm satisfactory to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate Bank confirming satisfactory status of any immovable property; - Opinion from an authorized officer legal counsel of the Borrower dated as Obligors pertaining to due authorization, execution, delivery and enforceability of the Closing Date stating that as of documents executed by such date (A) all representations and warranties Obligors pursuant to this Letter Loan Agreement or in respect of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuingFacilities; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to - Such other documents as the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Bank may reasonably requestrequire.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent Agent, the L/C Issuers party hereto and the LendersLenders party hereto: (i) a counterpart of this Agreement Amendment, duly executed and all attached Exhibits and Schedules delivered by the Borrower, the Administrative Agent, the Lenders, the Swing Line Lender, and the Notes payable to each Lender requesting a NoteL/C Issuers; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Guaranty executed by Administrative Agent may require evidencing the Borrower identity, authority and all Subsidiaries existing on the Closing Datecapacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (iii) such documents and certifications as the Security Agreement executed by Administrative Agent may reasonably require to evidence that Borrower is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization; (iv) favorable opinions of counsel to the Borrower Borrower, addressed to the Administrative Agent, each L/C Issuer and each Subsidiary existing on Lender, as to such matters concerning the Closing DateBorrower, together with this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; and (v) a certificate of a Responsible Officer of Borrower either (A) appropriate UCC-1 financing statements attaching copies of all consents, licenses and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries approvals required in connection with the Security Agreementexecution, delivery and performance by Borrower and the validity against Borrower of this Amendment, and (C) any other documentssuch consents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC licenses and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates approvals shall be (A) dated a date not earlier than 30 days prior to Closing Date in full force and effect, or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPstating that no such consents, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentlicenses or approvals are so required; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Facility Agent and the Lenders shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Facility Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) any Note requested by a Lender pursuant to Section 2.02(g) payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of each Tranche of its Term Commitment, Top-Up Commitment or Revolving Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, agreements or instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the CollateralCollateral described therein; (iv) appropriate UCC and intellectual property search reports the Pledge Agreement pledging to the Collateral Agent for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties benefit of the Borrower Secured Parties all of the Equity Interests of the Subsidiaries of the Parent and its Subsidiariesthe Subsidiaries of the other Loan Parties, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interest; (v) certificates the Collateral Assignment of insurance naming the Administrative Agent as loss payee with respect Rig Construction Contract and any other documents, agreements or instruments necessary to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3create an Acceptable Security Interest therein; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date from a Responsible Officer of the Parent stating that as of such date (A) all representations and warranties of the Borrower Loan Parties set forth in this Agreement and in the other Loan Documents to which it is a party 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (vii) copies of the certificate or articles of incorporation or other equivalent organizational documents, including all amendments thereto, of each Loan Party, certified as of a secretary’s recent date by the Secretary of State or other functional equivalent of the jurisdiction of its organization, if available; (viii) a certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated as of the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws or other functional equivalent of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other functional equivalent of such Loan Party authorizing resolutionsthe execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of each Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other organizational documentsdocuments of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate furnished pursuant to clause (vii) above, and (D) governmental approvals, if any, with respect as to the Credit Documents to which incumbency and specimen signature of each officer executing any Loan Document, Notices of Borrowing or any other document delivered in connection herewith on behalf of such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateLoan Party; (ix) legal opinions a certificate of another officer dated as of the Closing Date as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (Aviii) above; (x) certificates from the appropriate Governmental Authority certifying as of a recent date as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Facility Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special New York counsel to the Credit Loan Parties; (xii) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ and Calder, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan Cayman Islands counsel to the Credit Loan Parties, ; (Cxiii) Hall, Estill, Hardwick, Gable, Golden & a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming English counsel to the Credit Parties, each in form and substance reasonably acceptable Facility Agent; (xiv) a certificate from the chief financial officer of the Parent dated as of the Closing Date addressed to the Administrative AgentFacility Agent and each of the Lenders regarding the matters set forth in Section 4.19; (xv) a certificate from the chief financial officer of the Parent addressed to the Facility Agent and each of the Lenders which shall reaffirm that as of the Closing Date the Projections prepared by the Parent and previously provided to the Joint Bookrunners and the Lenders are true and correct in all material respects based upon the assumptions stated therein and the best information reasonably available to such officer at the time such Projections were made and shall describe any changes therein and state that such changes shall not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (xvi) copies of each of the Transaction Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, (B) as being in full force and effect and (C) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Majority Lenders; (xvii) copies of each of the Drillship Documents certified as of the Closing Date by a Responsible Officer (A) as being true and correct copies of such documents as of the Closing Date, and (B) as being in full force and effect; (xviii) a pro forma certificate as to the prospective coverage under the Insurance Policies required by Section 5.04 and the applicable provisions of the Security Documents; (xix) acknowledgment from CT Corporation System as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.14(b); (xx) no less than three Business Days prior to the Closing Date, all documentation and other information which any Joint Bookrunner, any Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (xxxi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Agent or any Lender Party may reasonably request.

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this This Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteNotes; (ii) A favorable opinion of the Guaranty executed by Borrower's general counsel, dated as of The Effective Date, and substantially in the Borrower form of the attached Exhibit H-1 covering the matters discussed in such Exhibit and all Subsidiaries existing on such other matters as any Bank through the Closing DateAgent may reasonably request; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateA favorable opinion of Bracewell & Patterson, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsL.L.P., if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect counsel to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organizedAgent, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) a▇ ▇▇ ▇▇▇ Eff▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partieste, and substantially in the form of the attached Exhibit H-2; (Div) DrayA certificate of the Secretary or an Assistant Secretary of the Borrower certifying the existence of the Borrower, Dyekmana certificate of good standing for the Borrower, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.the certificate of incorporation of the Borrower, as Wyoming counsel the bylaws of the Borrower, the resolutions of the Board of Directors of the Borrower authorizing this Agreement and related transactions, and the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents; (v) A certificate of the Credit PartiesSecretary or an Assistant Secretary of each Guarantor certifying the existence of such Guarantor, each in form a certificate of good standing for such Guarantor, if applicable, the certificate of incorporation, limited liability company agreement, limited partnership agreement, or other charter document of the Borrower, the bylaws, if any, of the Borrower, the resolutions of the Board of Directors, management committee or general partner of such Guarantor authorizing this Agreement and substance reasonably acceptable related transactions, and the incumbency and signatures of the officers of such Guarantor authorized to the Administrative Agentexecute its Guaranty and related documents; and (xvi) such Such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

Documentation. The Administrative Agent or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersreceived: (i) counterparts of this Agreement Amendment executed by the Borrowers, the Guarantor and all attached Exhibits and Schedules and of the Notes payable to each Lender requesting a NoteLenders; (ii) the Guaranty a Note executed by the Borrower and all Subsidiaries existing on applicable Borrowers in favor of each Lender requesting the Closing Datesame; (iii) a certificate of a Responsible Officer of each Borrower certifying as to the Security Agreement executed by incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and each Subsidiary existing on the Closing Datecertifying that attached thereto is a true, together with correct and complete copy of (A) appropriate UCC-1 financing statements the articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and intellectual property security agreementsall amendments thereto, if anycertified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii), necessary for filing with the appropriate authoritiesin any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) certificatesthe bylaws (or similar governing documents) of such Borrower as in effect on the date hereof, together with undated(C) resolutions duly adopted by the board of directors or shareholders, blank stock powers for each as applicable, of such certificateBorrower authorizing the transactions contemplated hereunder and the execution, representing all delivery and performance of this Amendment and the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreementother Loan Documents to which it is a party, and (CD) any other documents, agreements, or instruments necessary each certificate required to create, perfect or maintain an Acceptable Security Interest in the Collateralbe delivered pursuant to Section 5.2(b)(iii); (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, if available in the applicable jurisdiction) of each Borrower and its Subsidiaries;under the laws of the jurisdiction of formation of such Borrower; and (v) certificates of insurance naming at least three (3) calendar days prior to the Amendment No. 10 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as loss payee applicable, in order to comply with respect to property insuranceits obligations under applicable “know your customer” and anti-money laundering rules and regulations, or additional insured with respect to liability insuranceincluding the PATRIOT Act, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriersin each case, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which extent reasonably requested by the Administrative Agent or such Person is a party; Lender in writing at least ten (viii10) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 business days prior to Closing Date or (B) otherwise effective on the Closing Amendment No. 10 Effective Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by Augusta and each other Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual fully executed Mortgages or amendments to existing Mortgages covering all fee owned real property search reports for the Borrower and its Subsidiaries of any Credit Party, together with (A) a copy of an existing owner’s policy of title insurance reflecting no prior Liens (on such real property other than Permitted Liens, (B) encumbering a flood determination certificate issued by the properties appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (C) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Credit Party in such total amount as required by Regulation H of the Borrower Federal Reserve Board, and its Subsidiariesall official rulings and interpretations thereunder or thereof, and otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973; (v) the Intercreditor Agreement executed by the Administrative Agent, the Term B Collateral Agent and the Borrower; (vi) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or and additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vivii) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b), (e), the second sentence of (l), and (m)(i) and (ii) have been met or waivedmet; (viiviii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyOrganization Documents; (viiiix) certificates of good standing for each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ixx) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Fulbright & ▇▇▇▇▇▇, P.C., ▇▇ LLP as Oklahoma Texas counsel to the Credit Parties, Parties and (DB) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇▇▇▇▇▇ Van Deuren s.c., as Wyoming Wisconsin counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (xi) copies of the Augusta Drop Down Documents, certified as of the Effective Date by an authorized officer of the Borrower (x) as being true and correct copies of such documents, (y) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent; (xii) copies of the Term B Credit Documents, certified as of the Effective Date by an authorized officer of the Borrower (x) as being true and correct copies of such documents, (y) as being in full force and effect and (z) that no material term or condition thereof shall have been amended, modified or waived after the execution thereof in a manner that is materially adverse to the interests of the Administrative Agent or the Lenders without the prior written consent of the Administrative Agent; (xiii) letter of credit applications or amendments to the Existing Letters of Credit, as applicable, and such other documents and instruments of transfer as the Administrative Agent and the Issuing Lender deem necessary to effectuate the deemed issuance of the Existing Letters of Credit hereunder; and (xxiv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. 232 The Administrative Agent place of closing: remote closing via video/telephone conferencing (a) In exchange for payment of the Purchase Price the Sellers shall have received provide the following, duly executed by all Buyers with the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: 234 Following delivery documents: 235 (i) this Agreement Two (2) Legal ▇▇▇▇(s) of Sale a form recordable in the Buyers’ Nominated Flag State, 236 transferring title of the Vessel and stating that the Vessel is free from all attached Exhibits mortgages, 237 encumbrances and Schedules maritime liens or any other debts whatsoever, duly notarially attested 238 and legalised or apostilled, as required by the Notes payable to each Lender requesting a NoteBuyers’ Nominated Flag State duly notarized by the local legal notary office in Hong Kong; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Guaranty executed Sellers to authorise the execution, delivery and performance of this Agreement; 1 Original written Resolutions of the Board of Directors resolving the sale and transfer notarized by the Borrower and all Subsidiaries existing on the Closing Date; local legal notary office in Hong Kong; 241 (iii) Power of Attorney of the Security Agreement executed Sellers appointing one or more representatives to act on behalf 242 of the Sellers in the performance of this Agreement, duly notarially attested and legalised 243 or apostilled (as appropriate) notarized by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required local legal notary office in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; Hong Kong; 244 (iv) appropriate UCC and intellectual property search reports for Certificate or Transcript of registry issued by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties competent authorities of the Borrower flag state 245 on the date of delivery evidencing the Sellers’ ownership of the Vessel and its Subsidiaries; that the 246 Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by 247 such authority to the closing meeting with the original to be sent to the Buyers as soon as 248 possible after delivery of the Vessel; 249 (v) certificates Declaration of insurance naming Class or (depending on the Administrative Agent as loss payee with respect Classification Society) a Class Maintenance 250 Certificate issued within three (3) five (5) Banking Days prior to property insurance, or additional insured with respect to liability insurance, and covering delivery confirming that the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; 251 Vessel is in Class free of condition/recommendation; 252 (vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 253 deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that 254 the registry does not as a matter of practice issue such documentation immediately, a 255 written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith 256 and provide a certificate from an authorized officer or other official evidence of deletion to the Borrower dated as of Buyers promptly and 257 latest within four (4) two (2) weeks after the Closing Date stating that as of such date (A) all representations Purchase Price has been paid and warranties of the Borrower set forth in this Agreement 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), (B) no Default Vessel has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have 258 been met or waived; delivered. 259 (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the 260 Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry 261 does not as a secretarymatter of practice issue such certificate immediately, a written undertaking 262 from the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with evidence of submission by the Sellers of a duly executed Form 2 stating 264 the date on which the Vessel shall cease to be registered with the Vessel’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; registry; 265 (viii) certificates of good standing Commercial Invoice for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; Vessel; 266 (ix) legal opinions of (ACommercial invoice(s) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPfor bunkers, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock lubricating and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, hydraulic oils and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agentgreases; and 267 (x) such other documents, governmental certificates, agreements, and lien searches A copy of the Sellers’ letter to their satellite communication provider canceling the 268 Vessel’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as any Lender Party may reasonably requestbe required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the 272 Buyers notify the Sellers of any such documents as soon as possible after the date of 273 this Agreement; and 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not 275 black listed by any nation or international organisation. 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 278 the Buyers to authorise the execution, delivery and performance of this Agreement; and 279 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the performance of this Agreement, duly notalized notarially attested and legalized 281 or apositilled (as appropriate).

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this Agreement Agreement, a Note payable to the order of each Bank in the amount of its Revolving Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering substantially all of the Borrower's and the Guarantors' Oil and Gas Properties and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of the Guaranty executed by Borrower's Oklahoma counsel, dated as of the Borrower Effective Date and all Subsidiaries existing on substantially in the Closing Dateform of the attached EXHIBIT K-1 covering the matters discussed in such Exhibit and such other matters as any Bank through the Agent may reasonably request; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all a favorable opinion of the issued and outstanding Equity Interests of each Agent's counsel dated as of the Borrower’s Subsidiaries required in connection with the Security Agreement, Effective Date and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest substantially in the Collateralform of the attached EXHIBIT K-2 covering the matters discussed in such Exhibit; (iv) appropriate UCC and intellectual property search reports for a certificate of the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or an assistant secretary of the Borrower certifying its Certificate of Incorporation and its SubsidiariesBylaws, the resolutions of the board of directors of the Borrower authorizing this Agreement and related transactions, and the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents; (v) certificates a certificate of insurance naming the Administrative Agent as loss payee with respect to property insurancesecretary or an assistant secretary of each Guarantor certifying the existence of such Guarantor, the certificate or additional insured with respect to liability insurancearticles of incorporation and bylaws or other equivalent organizational documents of such Guarantor, the resolutions of the board of directors or other equivalent managing body of such Guarantor authorizing the Guaranty of such Guarantor and related transactions, and covering the Borrower’s incumbency and its Subsidiaries’ Properties with signatures of the officers of such insurance carriers, for Guarantor authorized to execute the Guaranty of such amounts Guarantor and covering such risks as required by Section 5.3related documents; (vi) a certificate dated as of the Effective Date from an authorized the president or chief financial officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, appropriate UCC-1 or UCC-3 Financing Statements covering the Collateral for filing with respect to the Credit Documents to which such Person is a partyappropriate authorities; (viii) stock certificates of good standing required in connection with the Pledge Agreement and stock powers executed in blank for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Datestock certificate; (ix) legal opinions insurance certificates naming the Agent loss payee or additional insured evidencing insurance which meets the requirements of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel this Agreement and the Security Documents and which is satisfactory to insurance consultants or brokers satisfactory to the Credit Parties, Agent; (Bx) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel an environmental review by an environmental consultant acceptable to the Credit PartiesAgent, (C) Hallcovering the Oil and Gas Properties and other related Properties of Carlton, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable satisfactory to the Administrative Agent; and; (xxi) certified copies of each of the Carlton Acquisition Documents, each certified as of the Effective Date by a Responsible Officer of the Borrower as being true and correct copies of such documents as of the Effective Date; (xii) certified copies of each of the documents pertaining to the offering of the Senior Notes, including, without limitation, the Indenture, as being true and correct copies of such documents as of the Effective Date; (xiii) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

Documentation. The Administrative Agent Purchaser shall have received received, on or prior to the Closing Date, the following, duly executed by all each in the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Purchaser and the Lendersits counsel: (i1) duly executed counterparts of this Agreement by each of the Obligors and the Purchaser, together with all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on hereto updated as of the Closing Date; (iii2) the Third Amended and Restated Note in the form of Exhibit A hereto, duly executed, delivered and issued by the Company to the Purchaser; (3) duly executed counterparts of the Omnibus and Reaffirmation Agreement, by each of the Obligors and the Purchaser, together with updated Schedules to the Existing Security Agreement and the Existing Pledge Agreement; (4) duly executed counterparts to Amendment No. 4 to Warrant Agreement by the Company and the Purchaser; (5) duly executed Warrant Agreement by the Company and the Purchaser; (6) a Closing Certificate, duly executed by the Borrower Company, certifying as to no default and each Subsidiary existing on the Closing Datecertain other matters, together with and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (A7) appropriate [intentionally deleted]; (8) [intentionally deleted]; (9) UCC-1 financing statements and intellectual property security agreements, if any, necessary Financing Statements for filing with the in each appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of jurisdiction naming each of the Borrower’s Subsidiaries required in connection with Obligors as “debtor” and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Purchaser as “secured party” covering the Collateral; (iv10) [intentionally deleted]; (11) Lien search results with respect to each Obligor, from all appropriate UCC jurisdictions and intellectual property search reports for filing offices as requested by the Borrower Purchaser, with results satisfactory to the Purchaser, together with executed originals of such termination statements, releases and its Subsidiaries reflecting no prior cancellations of mortgages required by the Purchaser in connection with the removal of any Liens (other than Permitted Liens) encumbering against the properties assets of the Borrower and its SubsidiariesObligors; (v12) certificates of insurance naming the Administrative Agent as loss payee with respect to property insuranceSecretary Certificate by each Obligor, or additional insured by the Company on behalf of itself and each other Obligor, together with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer attached copies of the Borrower dated certificate of formation, organization or jurisdictional equivalent of each Obligor and all amendments thereto, together with the bylaws, operating agreement or equivalent document, in each case, certified by the relevant secretary or manager of such Obligor as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement 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), (B) no Default has occurred and is continuinga recent date; and (Cb) all conditions precedent set forth good standing certificates or jurisdictional equivalent for each Obligor, issued by the relevant Secretary of State and or equivalent governmental authority in this Section 3.1 have been met or waived; which such Obligor is organized, in each case as of a recent date; (viic) a secretary’s certificate from copy of resolutions adopted by the governing board of each Credit Party certifying such Person’s (A) officers’ incumbencyObligor, (B) authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of this Agreement and the Credit other Transaction Documents to which such Person Obligor is a partyparty certified as true, complete and correct by the relevant secretary of manager of such Transaction as of a recent date; and (d) specimen signatures of the officers or members of each Obligor executing the Agreement and the other Transaction Documents, certified as genuine by the relevant secretary or manager of such Obligor; (viii13) certificates favorable legal opinion of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions of (A) ▇H▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.LLP, as Oklahoma counsel to the Credit PartiesObligors addressed to the Purchaser, covering such matters relating to the transactions contemplated hereby as the Purchaser may reasonably request, and in form and scope reasonably satisfactory to Purchaser and its counsel; (14) copies of all consents and waivers, if any, required by any Governmental Authorities or required under any of the Company’s Material Contracts in connection with the transactions contemplated hereby, including, without limitation, consents or waivers with respect to any agreements prohibiting (A) the grant of any security interest on any Collateral and (B) the issuance of the Senior Notes, the incurrence of the Obligations, any guaranty thereof by any Guarantor, and any security or pledge by the Obligors in favor of Purchaser; (15) certified copies of (A) the audited annual consolidated financial statements of the Company for the fiscal year ending 2021, (B) the internally prepared quarterly financial statements of the Company for the period from January 1, 2022 through and including the fiscal quarter ended June 30, 2022, and (DC) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to updated financial projections for the Credit PartiesCompany and its consolidated subsidiaries, each in form and substance reasonably acceptable satisfactory to the Administrative AgentPurchaser, copies of which are attached as Exhibit C hereto; (16) a duly executed solvency certificate from the Company as to solvency of each the Obligors, taken as a whole, after giving effect to the transactions contemplated hereunder to occur on the Closing Date; and (x17) such each other documentsTransaction Document and closing item specified as an item to be delivered on or prior to the Closing Date on the Closing Checklist prepared by Purchaser’s counsel and furnished to the Company and its counsel shall have been executed and delivered to Purchaser or otherwise satisfied, governmental certificatesas applicable, agreementsin each case, and lien searches as any Lender Party may reasonably requestdetermined by the Purchaser.