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 the following, duly executed by all the parties theretoand each Lender received, in form and substance reasonably satisfactory to it and its counsel, each of the Administrative Agent following duly executed and the Lendersdelivered: (i) this Agreement each of the Loan Documents and all attached Exhibits and Schedules and Transaction Documents to be executed on the Notes payable to Closing Date (except in each Lender requesting case, any Loan Document or Transaction Document delivery of which was a NotePost-Closing Obligation (as defined in the Existing Credit Agreement)); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and from 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) Loan Party which is a party to 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 (Loan Documents 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 insuranceUK Guarantor, 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 executed by two (2) authorized officers, or as the context may require, two (2) directors of such date Loan Party (or, with respect to the Japanese Guarantor and the Israeli Guarantor, one such officer or director) certifying and attaching: (A) all representations and warranties copies of the Borrower Organization Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified (except in respect of the Israeli Guarantor) as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of the jurisdiction of organization of such Loan Party which set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued 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 thereofjurisdiction), (B) no Default has occurred a copy of the resolutions or written consents (1) of such Loan Party authorizing the borrowings hereunder and the transactions contemplated by the Transaction Documents and the Transaction Documents to which such Loan Party is continuingor will be a party, and (2) of such Loan Party authorizing the execution, delivery and performance by such Loan Party of each Loan Document and Transaction Documents to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, including, without limitation, in the case of the Borrower, the “Warrants” (as such term was defined in the Initial Credit Agreement), (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document and Transaction Document (in the case of a Borrower, including, without limitation, Notices of Borrowing and all other notices under the Existing Credit Agreement and the other Loan Documents and Transaction Documents) to which such Loan Party is or will be a party and the other documents executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers, (D) [Reserved], (E) with respect to the Borrower and the Loan Parties that are Subsidiaries organized in the United States or the District of Columbia, a certificate of the Secretary of State or other appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, in each U.S. state of foreign qualification of such Loan Party certifying as of a recent date not more than fifteen (15) days prior to the Closing Date as to the existence or subsistence in good standing of such Loan Party in such jurisdictions, in each case to the extent generally available in such jurisdictions and (F) in the case of the Israeli Guarantor, a certification from the board of directors that pursuant to sections 256(d) and 282 of the Israeli Companies Law, that all approvals, as required under the Israeli Companies Law (including, without limitation, under sections 255, 270-272 and Section 277 thereof) and the Organization Documents of Israeli Guarantor, had been duly obtained for, amongst other things, the transactions contemplated by the Loan Documents and the Transaction Documents; (iii) with respect to the UK Guarantor, a certificate dated as of the Closing Date executed by a director in usual and customary format in the context of loan transactions in the U.K. as agreed between counsel to the Administrative Agent and counsel to the Borrower certifying and attaching: (A) resolutions of its Board of Directors then in full force and effect (i) authorizing the execution, delivery and performance of each Loan Document and the UK Security Documents to which it is party, (ii) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents and the UK Security Documents to which it is a party; and (iii) certifying that the guaranteeing of the obligations of the Borrower would not cause any guaranteeing or similar limit binding on it to be exceeded; (B) a specimen signature of each person authorized by the resolution referred to at (A); (C) all conditions precedent set forth in this resolutions of the Borrower as the shareholder of UK Guarantor, approving the execution, delivery and performance of each Loan Document and the UK Security Documents to which UK Guarantor is party; (D) resolution of the Board of Directors of the Borrower as the shareholder of UK Guarantor, approving the resolutions of shareholders referred to at (C); and (E) true, complete and up-to-date copies of the constitutional documents of the UK Guarantor. (iv) evidence of the insurance coverage and endorsements required by Section 3.1 have been met or waived6.13 and the terms of the Collateral Documents and such other insurance coverage with respect to the business and operations of the Loan Parties as the Collateral Agent may reasonably request; (v) [Reserved]; (vi) evidence of the third-party consents listed on Schedule 5.03 to the Existing Credit Agreement; (vii) a secretary’s certificate from each Credit Party certifying such Person’s customary legal opinion from (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) ▇▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, as special United States counsel to the Credit Loan Parties, ; (B) Miller, Canfield, Paddock and Stone, P.L.C.City-Yuwa Partners, as Michigan Japanese counsel to the Credit Loan Parties, ; (C) Hall, Estill, Hardwick, Gable, Golden H▇▇▇▇▇ F▇▇ & ▇N▇▇▇▇▇, P.C., as Oklahoma Israeli counsel to the Credit Loan Parties, and ; and (D) Dray, Dyekman, ▇R▇▇▇ & ▇▇▇▇▇▇ P.C.LLP, as Wyoming counsel to the Credit PartiesAdministrative Agent in England and Wales. (viii) the audited financial statements of Borrower and its Subsidiaries for the fiscal year ending December 31, each in form and substance reasonably acceptable to the Administrative Agent2019; and (xix) such other documents, governmental certificates, agreements, evidence and lien searches information as any Lender Party may the Administrative Agent reasonably requestrequired.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each 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) a Revolving Note payable to each Lender in the Guaranty executed by amount of its Revolving Commitment, and the Borrower and all Subsidiaries existing on Swing Line Note payable to the Closing DateSwing Line Lender; (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 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; (v) certificates of insurance naming a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the 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; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrower 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), correct; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 to be satisfied by any Loan Party have been met or waivedmet; and (D) the combined Adjusted Consolidated EBITDA of COWS, DDC and their respective Subsidiaries for the period of four fiscal quarters ending on June 30, 2014 is no less than $60,000,000; (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 of the state of its organization; (viii) a certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated 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 equivalent 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 or other equivalent body 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 the 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 of good standing furnished pursuant to paragraph (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 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 to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties; (xii) 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) 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, Estillmodified or waived after the execution thereof without the prior written consent of the Administrative Agent; (xiii) a certificate as to coverage under, Hardwickthe insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, Gable, Golden & ▇▇▇▇▇▇, P.C., which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each additional insureds in form and substance reasonably acceptable satisfactory to the Administrative Agent; and (xxiv) a certificate of a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent certifying the calculation of the Leverage Ratio as of June 30, 2014 after giving pro forma effect to the Transactions; (xv) 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, 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 shall have received counterparts of this Agreement executed by the followingBorrower and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and the Lendersin sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii1) the Guaranty executed by Guaranty, the Borrower and all Subsidiaries existing on Security Agreement, 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 Guarantors Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralrelated Uniform Commercial Code financing statements; (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 the Chief Executive Officer, President or Chief Financial Officer of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Security Agreements 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 have been met or waivedmet; (vii3) a secretary’s certificate from of the Secretary or an Assistant Secretary of the Borrower and each Credit Party Guarantor dated as of the date of this Agreement certifying such Person’s as of the date of this Agreement (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, the names and (D) governmental approvals, if any, with respect true signatures of officers of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a party, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) copies of the articles or certificate of incorporation and bylaws of such Person; (viii4) certificates a favorable opinion of good standing for each Credit Party Rich▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel to the Borrower and Guarantors, dated as of the Effective Date and in substantially 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 Dateform of Exhibit H; (ix5) legal opinions a favorable opinion of (A) ▇Brac▇▇▇▇▇ & ▇▇▇▇▇▇ 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 & ▇att▇▇▇▇▇, P.C.L.L.P., as Oklahoma counsel to the Credit PartiesAgent, dated as of the Effective Date and in substantially in the form of the attached Exhibit I; (6) the audited Consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as at December 31, 1997, and the related Consolidated and consolidating statements of operations, shareholders' equity and cash flows, of the Borrower and its Subsidiaries for the fiscal year then ended, duly certified by the Chief Financial Officer or Treasurer of the Borrower; (D7) Draya Borrowing Base Certificate dated as of April 30, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to 1998 duly completed and executed by the Credit Parties, each in form and substance reasonably acceptable to Chief Financial Officer or Treasurer of the Administrative AgentBorrower; and (x) 8) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Agent may reasonably request.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (viiiiv) certificates a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing for or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each Credit Party in the state jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is organizedduly qualified and in good standing as a foreign corporation, which certificates shall limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) dated a date not earlier than 30 days prior to Closing Date one or (B) otherwise effective on the Closing Date; (ix) legal more favorable written opinions of (A) ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock LLP and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Hunton & ▇▇▇▇▇▇▇▇ LLP, P.C.each special counsel for the Borrower, as Oklahoma counsel to the Credit PartiesParent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent; and, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) such other documents, governmental certificates, agreements, and lien searches 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 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 each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, and Mortgages encumbering (A) at least 95% (by value) of the Proven Reserves and the Oil and Gas Properties relating thereto, (B) 95% (by value) of the Loan Parties’ other Oil and Gas Properties, and (C) 100% (by value) of the Original Mortgaged Properties; (ii) the Guaranty Transfer Letters executed in blank by the Borrower and all Subsidiaries existing on applicable Loan Parties (in such number as requested by the Closing DateAdministrative Agent); (iii) Account Control Agreements to the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with extent required under Section 6.26; (iv) (A) appropriate UCC-1 financing statements a favorable opinion of the Loan Parties’ counsel dated as of the date of this Agreement and intellectual property security agreements, if any, necessary for filing (B) local counsel opinions in such jurisdictions where Mortgages need to be filed in order to comply with the appropriate authoritiesrequirements of Section 5.08, in each case, covering matters as the Administrative Agent may reasonably request; (v) copies, certified as of the date of this Agreement by a Responsible Officer of each Loan Party of (A) the resolutions of the Board of Directors (or other applicable governing body) of such Loan Party 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 or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementLoan Party, 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 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 Loan Party is a party; (vi) certificates of a Responsible Officer of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other Loan Documents to which such Loan Party is a party; (vii) 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; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Security Agreement and powers executed in blank for each such certificate; (ix) insurance certificates in compliance with Section 5.02 and otherwise reasonably satisfactory to the Administrative Agent; (x) certificates of good standing for each Credit Loan Party in the each 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 and (B) otherwise effective on the Closing Date; (ixxi) legal opinions [Reserved] (xii) a solvency certificate dated as of the date of this Agreement from the Chief Financial Officer or Treasurer of the Borrower in substantially the form attached as Exhibit K; and (Axiii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 a funds flow memorandum 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 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 shall have received counterparts of this Agreement executed by the followingBorrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes (if required by a Lender) and the Lenders:Guaranty, in sufficient copies for each Lender (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement and all attached Exhibits and Schedules and an executed copy of the Notes payable to each Lender requesting a NoteGuaranty; (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 the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in all respects); provided, to the text thereof)extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; 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; (viiiii) a secretary’s certificate from each Credit Party of the Secretary of the Borrower dated as of the Closing Date certifying such Person’s as of the Closing Date to the extent applicable (A) officers’ incumbencythe names and true signatures of officers or authorized representatives of the Borrower authorized to sign the Credit Documents, (B) authorizing resolutionsresolutions of the board of trustees of Parent, (C) organizational documentsin its capacity as the general partner of the Borrower, approving the transactions herein contemplated and (D) of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Borrower, and (D) a true and correct copy of the partnership agreement of the Borrower; (iv) a certificate of the Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of officers or authorized representatives of the Parent authorized to sign the Credit Documents, (B) resolutions of the board of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Parent, (D) a true and correct copy of the bylaws of the Parent, and (E) that the Parent owns 100% of the general partner interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower and the Parent, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is a partyduly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (viiivi) certificates a copy of good standing for a certificate of the Secretary of State (or equivalent authority) of each Credit Party in the state jurisdiction in which any of the Parent and the Borrower owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is organizedduly qualified and in good standing as a foreign corporation, which certificates shall limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date; (ix) legal opinions favorable written opinion of (A) Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, as special counsel for the Borrower and the Parent in a form reasonably acceptable to the Credit PartiesAdministrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (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, ▇▇▇▇ & a favorable opinion of V▇▇▇▇▇▇ P.C.LLP, as Wyoming special counsel to the Credit Parties, each for Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; and (xix) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date that the Parent is in compliance with the covenants contained in Article VII on such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestdate.

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 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 executed a counterpart of this Agreement and 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) executed counterparts of this Agreement from (A) the Borrower and all attached Exhibits each other Loan Party and Schedules and (B) each of the Notes payable to each Lender requesting a NoteLenders; (ii) executed counterparts of the Guaranty executed by Intercreditor Reaffirmation from each of 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 counterparts of each of the Borrower’s Subsidiaries required in connection with Security Documents to be executed and delivered on the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in Closing Date from each of the Collateralparties thereto; (iv) appropriate UCC and intellectual property search reports for a certificate dated the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Closing Date from a Responsible Officer of the Borrower stating that all representations and its Subsidiarieswarranties of the Loan Parties set forth in Article IV are true and correct as of the Closing Date in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects); (v) certificates a certificate of insurance naming the Administrative Agent 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 the Organizational Documents of such Loan Party, including all amendments thereto, as loss payee with respect in effect on the Closing Date and at all times since a date prior to property insurancethe date of the resolutions described in clause (B) below, certified by the Secretary of State (or additional insured with respect equivalent Governmental Authority) of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or Persons performing similar functions) of such Loan Party authorizing the Transactions to liability insurancebe entered into by such Loan Party and that such resolutions have not been modified, rescinded or amended and covering are in full force and effect and (C) as to the Borrower’s incumbency and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3specimen signature of each officer executing any Loan Document or Notices of Borrowing; (vi) a certificate from an authorized of another officer of the Borrower each Loan Party dated as of the Closing Date stating that and certifying as of such date (A) all representations to the incumbency and warranties specimen signature of the Borrower set forth in this Agreement are true and correct in all material respects Secretary or Assistant Secretary executing the certificate pursuant to clause (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), (Bv) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedabove; (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 Loan Party in the jurisdiction of its incorporation or formation; (viii) certificates a certificate from a Financial Officer of good standing for the Borrower dated the Closing Date and addressed to the Administrative Agent and each Credit Party in of the state in which each such Person is organizedLenders party hereto, which certificates shall be (A) dated in form and in substance reasonably satisfactory to the Administrative Agent, certifying that the Borrower and its Subsidiaries, taken as a date not earlier than 30 days prior whole, after giving effect to Closing Date or (B) otherwise effective on the Closing DateTranche B Loans contemplated to be made under this Agreement and the other transactions contemplated hereby and thereby, are Solvent; (ix) legal opinions an opinion reasonably acceptable to the Administrative Agent, dated the Closing Date, of (A) ▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties, ; (Bx) 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 opinions reasonably acceptable to the Administrative Agent, in each case dated the Closing Date, from local counsel located in each of Delaware, Texas, Oklahoma, Louisiana, Pennsylvania and Vermont; (xi) the Perfection Certificate, dated as of the Closing Date and executed by a Responsible Officer of the Borrower; and (xxii) executed copies of the definitive ABL Documents (and all amendments, supplements, waivers, consents and all other modifications to such other documentsABL Documents since August 7, governmental certificates2013), agreements, and lien searches in each case as any Lender Party may reasonably requestin effect on the Closing Date.

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 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. 232 The Administrative Agent shall have received place of closing: Qinhuangdao, Hebei Province, the following, duly executed People's Republic of China or by all the parties theretovirtual meeting, in form the event that a closing in Qinhuangdao is not possible for reasons related to COVID-19 233 (a) In exchange for payment of the Purchase Price and substance reasonably satisfactory all other sums payable the Sellers shall provide the Buyers with the 234 following delivery documents: documents shall be delivered subject to a separate mutual agreement between the Administrative Agent Sellers and the Lenders: Buyers to be reached within 30 (thirty) banking days after this MOA is duly signed, otherwise the Buyers shall be deemed to breach this MOA and the Sellers are entitled to forfeit the Deposit and claim for compensation against the Buyers. 235 (i) this Agreement Legal Bill(s) of Sale in 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 Note; Buyers’ Nominated Flag State; 239 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 240 the Guaranty executed by Sellers to authorise the Borrower execution, delivery and all Subsidiaries existing on the Closing Date; performance of this Agreement; 241 (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 242 of the Borrower’s Subsidiaries required Sellers in connection with the Security performance of this Agreement, duly notarially attested and legalised 243 or apostilled (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; as appropriate); 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) 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) 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 continuing258 been delivered; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; 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 theregistry 261 does not as a secretary’s matter of practice issue such certificate immediately, a writtenundertaking 262 from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, the Sellers to provide the copy of this certificate promptly upon it being issued 263 together with respect 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 Credit Documents to which such Person is a party; Vessel's 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 Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 267 (x) A copy of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel the Sellers’ letter 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 & their satellite communication provider cancellingthe 268 ▇▇▇▇▇▇’s communications contract which is to be sent immediately after delivery of the 269 Vessel; 270 (xi) Any additional documents as may reasonably be required by the competent authorities of 271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, P.C., provided the 272 Buyers notify the Sellers of any such documents as Oklahoma counsel soon as possible after the date of 273 this Agreement; and. 274 (xii) The Sellers’ letter of confirmation that to the Credit Partiesbest of their knowledge, the Vessel is not 275 black listed by any nation or international organisation. 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 (Dii) DrayPower of Attorney of the Buyers appointing one or more representatives to act on behalf 280 of the Buyers in the performance of this Agreement, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., duly notarially attested and legalised 281 or apostilled (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 requestappropriate).

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 the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of (A) the Guaranty executed by Borrower's and the Borrower Guarantors' primary counsel dated as of the date of this Agreement in form and all Subsidiaries existing on covering such matters as the Closing DateAdministrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement in form and covering such matters as the Administrative Agent may reasonably request; (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 General Partner of (A) appropriate UCC-1 financing statements the resolutions of the board of managers of the General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of formation of the General Partner and intellectual property security agreementsthe company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (D) the partnership agreement of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNotes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, 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 Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (B) certificates, together with undated, blank stock powers for each the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementGuarantor, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date 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, 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) 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 organizedorganized 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 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 Agentdate hereof; and (xxv) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or 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, 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 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 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 Agreement, a Note payable to the order of each requesting Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' personal property and encumbering at least 90% of the PV-10 of the Loan Parties' Proven Reserves (as set forth in the Initial Engineering Reports) and Oil and Gas Properties in connection therewith (including the Oil and Gas Properties to be acquired under the Closing Date Acquisition), and each of the other Loan Documents, including the Intercreditor Agreement, and all attached Exhibits exhibits and Schedules and the Notes payable to each Lender requesting a Noteschedules; (ii) a favorable opinion of (A) the Guaranty executed by Borrower's and the Borrower Guarantors' primary counsel dated as of the date of this Agreement in form and all Subsidiaries existing on covering such matters as the Closing DateAdministrative Agent may reasonably request and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement in form and covering such matters as the Administrative Agent may reasonably request; (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 General Partner of (A) appropriate UCC-1 financing statements the resolutions of the board of managers of the General Partner approving the Loan Documents to which the Borrower or the General Partner is a party, (B) the articles or certificate of formation of the General Partner and intellectual property security agreementsthe company agreement of the General Partner, (C) the certificate of limited partnership of the Borrower, (D) the partnership agreement of the Borrower, and (E) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNotes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary of the General Partner certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which the Borrower or the General Partner is a party; (v) other than as otherwise required under clause (iii) above, 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 Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (B) certificates, together with undated, blank stock powers for each the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementGuarantor, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date 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, 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) property insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (including business interruption insurance), and which is otherwise satisfactory to the Administrative Agent; (x) the Initial Engineering Reports; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of New York; (xii) copies, certified by a Responsible Officer of the Borrower, of all of the Closing Date Acquisition Instruments and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect as of the date of this Agreement; (xiii) a Compliance Certificate completed and executed by a Responsible Officer of the General Partner showing the calculation of, and Borrower's pro forma compliance with Section 6.17 as of the Closing Date after giving effect to the Closing Date Acquisition and the Borrowings requested and made on the Closing Date; (xiv) 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 organizedorganized 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 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 Agentdate hereof; and (xxv) 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 Required Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateIntercreditor Agreement; (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 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 UCC-1 financing statements and its Subsidiariesany other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (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 Borrower 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), correct; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 to be satisfied by any Loan Party have been met met; (vi) copies of the certificate or waivedarticles of incorporation 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; (vii) a secretary’s certificate from of the Secretary or Assistant Secretary of each Credit Loan Party dated 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 equivalent 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 or other equivalent body 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 the 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 of good standing furnished pursuant to paragraph (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 partyLoan Party; (viii) 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 (Aviii) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateabove; (ix) legal opinions certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where reasonably required by the Administrative Agent; (Ax) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Loan Parties; (xi) Fee Letter; (xii) a certificate as to coverage under, (B) Millerthe insurance policies required by Section 5.06 and the applicable provisions of the Security Documents, Canfield, Paddock which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and Stone, P.L.C., to name the Administrative Agent 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 additional insureds in form and substance reasonably acceptable satisfactory to the Administrative AgentRequired Lenders; and (xxiii) [reserved]; (xiv) such other documents, governmental certificates, agreements, certificates and lien searches agreements as any Lender Party the Administrative Agent or Required Lenders may reasonably request.

Documentation. (a) The Administrative Agent shall have received the followingplace of closing: The offices of Buyer at 18/F, 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) Z▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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.▇. (b) In exchange for payment of the Purchase Price the Seller shall provide the Buyer with the following delivery documents: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Seller to authorise the execution, delivery and performance of this Agreement; (i) A copy of the Seller’s letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (ii) Any additional documents as Wyoming counsel to may reasonably be required by the Credit Partiescompetent authorities of the Buyer’s Nominated Flag State for the purpose of registering the Vessel, each in form and substance reasonably acceptable to provided the Administrative AgentBuyer notifies the Seller of any such documents as soon as possible after the date of this Agreement; and (xb) such At the time of delivery the Buyer shall provide the Seller with: (i) Evidence that all necessary corporate, shareholder and other documentsaction has been taken by the Buyer to authorise the execution, governmental certificatesdelivery and performance of this Agreement; and (c) If any 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, agreementsdrafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party as soon as possible prior to the Vessel’s intended date of delivery. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Seller shall also hand to the Buyer the classification certificate(s) as well as all drawings and lien searches as any Lender Party manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyer unless the Seller is required to retain same, in which case the Buyer has the right to take copies. (f) Other technical documentation which may reasonably be in the Seller’s possession shall promptly after delivery be forwarded to the Buyer at their expense, if they so request. The Seller may keep the Vessel’s log books but the Buyer has 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 Seller to the Buyer.

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, and the Lendersin sufficient copies for each Lender: (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 DateFee Letter; (iii) the Security Agreement executed Notes (to the extent requested 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 CollateralLender under Section 2.2(g)); (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 a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents to which it is a party are true and correct in all material respects (except that to the extent any such materiality qualifier shall not be applicable to any representations representation and warranties that already are warranty is qualified or modified by materiality or reference to Material Adverse Effect, in the text thereofwhich case, such representation and warranty shall be true and correct in all respects), ; (B) the Borrower is not in violation of any of the covenants contained in this Agreement; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) no Material Adverse Effect has occurred since December 31, 2013 and (CE) all the conditions precedent set forth in this Section 3.1 have been met met; (v) a certificate of the Secretary or waivedan Assistant Secretary of the Borrower dated as of the date of this Agreement certifying as of the date of this Agreement (A) copies of the articles or certificate of incorporation and bylaws or other organizational documents of the Borrower, together with all amendments thereto, (B) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (C) the names and true signatures of officers of the Borrower authorized to sign the Credit Documents to which the Borrower is a party (including Notices of Borrowing and requests for Letters of Credit); (vi) certificate of good standing and existence for the Borrower certified by the appropriate governmental officer in its jurisdiction of formation; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, opinions of counsel to the Borrower addressed to the Administrative Agent and (D) governmental approvals, if any, the Lenders with respect to the Borrower, the Credit Documents to which and 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, other matters 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 AgentAgent shall request (which opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); and (xviii) such other documents, governmental certificates, agreements, and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Sellers 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 A certificate, dated the Closing Date, of the Chairman of the Board, the President or Chief Financial Officer of Buyer confirming the matters set forth in Section 5.2(a) and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note(b) hereof; (ii) Stock certificates, registered in the Guaranty executed by name of each Seller (with the Borrower and all Subsidiaries existing on appropriate restrictive legends), evidencing satisfaction of that portion of the Closing DatePurchase Price in accordance with Section 1.2(a); (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 Buyer certifying, among other things, that attached or appended to such certificate (Ai) appropriate UCC-1 financing statements is a true and intellectual property security agreementscorrect copy of its certificate of incorporation and all amendments thereto, if any, necessary for filing with as of the appropriate authoritiesdate thereof certified by the Secretary of the State of Delaware; (ii) is a true and correct copy of its by-laws as of the date thereof; (iii) is a true copy of all resolutions of its board of directors authorizing the execution, delivery and performance of the Transaction Documents and the Contemplated Transactions; and (Biv) certificates, together with undated, blank stock powers for each such are the names and signatures of its duly elected or appointed officers who are authorized to execute and deliver the Transaction Documents and any certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required document or other instrument 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 Collateralherewith; (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 Evidence of the Borrower good standing and its Subsidiariescorporate existence of Buyer and Parent issued by the Secretary of State of the State of Delaware; (v) certificates A signed opinion of insurance naming Buyer's counsel, dated the Administrative Agent Closing Date and addressed to Sellers, substantially in the form annexed 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 5.3EXHIBIT 5.2A hereto; (vi) a certificate from an authorized officer Copies 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 waivedBuyer Required Consents; (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 An executed copy of the Credit Documents to which such Person is a party;Escrow Agreement; and (viii) certificates An executed 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 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 requestRegistration Rights Agreement.

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, 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 Tranche A Note payable to the order of each Lender in the amount of its Tranche A Commitment, a Tranche B Note payable to the order of each Lender in the amount of its Tranche B Commitment, the Guaranties, the Pledge Agreements executed by the Parent, Holdings, and the Borrower, the Security Agreements, and Mortgages encumbering substantially all of the Borrower's and its Subsidiaries' Proven Reserves and Oil and Gas Properties in connection therewith, other than the JEDI Collateral, the Intercreditor Agreement, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) favorable opinions of the Borrower's and the Guarantors' respective counsels and of the Administrative Agent's Alabama 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 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the certificate of incorporation and the issued and outstanding Equity Interests of each bylaws of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNote, and the other Loan Documents; (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 of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue 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 the 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, 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 on behalf 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, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (viii) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, Financing Statements covering the Collateral for each Credit Party 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 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 or, as special counsel to the Credit Partiesextent applicable under the Person's organizational documents, (B) Miller, Canfield, Paddock membership or partnership interest certificates required in connection with the Pledge Agreements 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, stock powers executed in blank for each such stock certificate endorsed in form and substance reasonably acceptable blank to the Administrative Agent; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this 41 Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (xi) the initial Independent Engineer's Report dated effective as of June 30, 2003; (xii) copies, certified by a Responsible Officer of the Borrower, of the Merger Agreement and all exhibits and schedules thereto, Project Company Note, the Project Company Mortgage, and any material agreements executed in connection with the Merger Agreement; 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 shall have received each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed by all the parties each party thereto, other than Agent (each of which shall be deemed to constitute a “Loan Document” pursuant to the Credit Agreement): (i) this Amendment or counterparts hereof, as well as completed Exhibits and Schedules hereto; (ii) a solvency certificate, certifying as to the solvency of each of the Loan Parties both before and after the effectiveness of this Amendment and the transactions contemplated hereby; (iii) an executed legal opinion of counsel to the Loan Parties, addressed to the Agent, the LC Issuer and the Lenders in form and substance customary and appropriate for transactions of this type; (iv) any Notes requested by a Lender payable to the order of each such requesting Lender; (v) a customary incumbency certificate from each of Holdings, Managing General Partner and each Borrower certifying as to (i) resolutions duly adopted by the Managing General Partner, its members or any other equivalent body authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to be executed on the Second Amendment Closing Date as so amended or ratified, (ii) copies of its articles or certificate of limited partnership, formation or incorporation, as applicable, together with all amendments thereto, (iii) copies of its bylaws, limited liability company agreement, or partnership agreement, as applicable, (iv) incumbency and specimen signature of each officer executing any Loan Document, and (v) a certificate of good standing (or equivalent certification from the appropriate governmental officer in its jurisdiction of incorporation or organization; (vi) a customary perfection certificate from each Loan Party certifying as to certain collateral matters; and (vii) such other documents, instruments, and agreements as the Agent, the LC Issuer, any Lender or their respective counsel may reasonably request in connection with the transactions contemplated by this Amendment and the other Loan Documents, each 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 counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (viiiiv) certificates a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing for or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each Credit Party in the state jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is organizedduly qualified and in good standing as a foreign corporation, which certificates shall limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) dated a date not earlier than 30 days prior to Closing Date one or (B) otherwise effective on the Closing Date; (ix) legal more favorable written opinions of (A) ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & Vidovic, LLP and Hunton & ▇▇▇▇▇▇▇▇ LLP, as each 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 PartiesParent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xxii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Borrower shall have received delivered or caused to be delivered to Bank, at Borrower’s sole cost and expense, the following, duly executed by all the parties thereto, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the LendersBank: (ia) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAn executed original Amendment; (iib) An executed Line of Credit Note in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateform of Annex 2 to this Amendment; (iiic) An executed Term Commitment Note in the Security Agreement executed by the form of Annex 3 to this Amendment; (d) With respect to Borrower and each Subsidiary existing on other Obligor, such documentation as Bank may reasonably require to establish the Closing Datedue organization, together with (A) appropriate UCC-1 financing statements valid existence and intellectual property security agreementsgood standing of each such Person in its jurisdiction of formation, its qualification to engage in business in the jurisdiction of its formation and, if anydifferent, necessary for filing with the appropriate authoritiesjurisdiction of its principal place of business, (B) certificatesits authority to execute, together with undated, blank stock powers for each such certificate, representing all of deliver and perform 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 it is a party; , the identity, authority and capacity of each responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or articles or certificate of formation (viiias applicable), and amendments thereto, certified by the applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and amendments thereto, in each case certified by a responsible official of such party, certificates of good standing for each Credit Party and/or qualifications to engage in business, certified copies of corporate resolutions, incumbency certificates, certificates of responsible officials and 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 Datelike; (ixe) Favorable written 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.LLP, as Wyoming counsel to Borrower and the Credit Partiesother Obligors in existence on the Amendment No. 3 Effective Date, and such local counsel opinions as Bank may reasonably require, in each in form case, together with copies of all factual certificates and substance reasonably acceptable to the Administrative Agentlegal opinions upon which its counsel has relied; and (xf) such other documents, governmental certificates, agreements, and lien searches An officer’s certificate of Borrower as any Lender Party may reasonably requestset forth in Section 2.3.

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: (i) this Agreement A certificate dated the Closing Date, executed by each Seller, confirming the matters set forth in Sections 5.3(a) and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note(b); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Secretary or Assistant Secretary of the Company certifying, among other things, that attached or appended to such certificate (i) is a true and correct copy of the Company's Articles of Incorporation and all amendments thereto, if any, as of the date thereof certified by the Secretary of State of its state of incorporation; and (ii) is a true and correct copy of the Company's by-laws as of the date thereof; (iii) Evidence of the Security Agreement executed good standing and corporate existence of the Company issued by the Borrower Secretary of State of its state of incorporation and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in 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 state of the issued United States and outstanding Equity Interests of in each other jurisdiction where the character of the Borrower’s Subsidiaries required in connection with property owned or leased by it or the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateralnature of its activities makes such qualification necessary; (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 signed opinion of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insuranceSellers' counsel, or additional insured with respect to liability insuranceAkerman, 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 Senterfitt & ▇▇▇▇▇▇, P.C.P.A., dated the Closing Date and addressed to Buyer, substantially in the form annexed hereto as EXHIBIT 5.3A; (v) Copies of all Sellers Required Consents; (vi) A copy of the Escrow Agreement executed by all parties thereto; (vii) An executed copy of the Registration Rights Agreement; (viii) Stock Certificates of each Seller representing the number of Purchased Shares set forth opposite such Seller's name on SCHEDULE 2.1, duly endorsed in blank or accompanied by stock powers duly endorsed in blank and in suitable form for transfer to Buyer by delivery; (ix) Possession and control of the Assets of the Company (including all corporate books, seals, bank accounts, records and documents); (x) The resignations, dated the Closing Date, of such directors and officers of the Company and each fiduciary of any plan of the Company, as Oklahoma counsel previously may have been requested by Buyer; (xi) A release of the Company, without any liability to the Credit Parties, Company and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to Buyer, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as to all sums owed to him in connection with his employment by the Administrative AgentCompany; (xii) Evidence of termination, without any liability to Company and in form and substance reasonably acceptable to Buyer, of all written and oral employment agreements and arrangements with all directors, officers and consultants of the Company, including those listed on SCHEDULE 2.18; (xiii) A termination agreement executed by each Seller terminating the Joint Venture Agreement; (xiv) An executed non-compete agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇, in the form attached hereto as EXHIBIT 5.3B; and (xxv) such other documentsA schedule attached hereto as SCHEDULE 5.3B, governmental certificateslisting the amounts owed to each of First Capital Services, agreements, Inc. and lien searches ▇▇▇▇▇▇ ▇▇▇▇▇ as any Lender Party may reasonably requestof the Closing Date.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, 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, and (except for the Notes and unless otherwise indicated) in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules Schedules, and the Notes payable to the order of each Lender requesting a Noteof the Lenders, respectively; (ii) the a Guaranty executed by each of the Borrower and all Subsidiaries existing on the Closing DateBorrower's Subsidiaries; (iii) the Security Agreement executed by Swing Line Note payable to 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 order 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 CollateralSwing Line Lender; (iv) appropriate UCC and intellectual property search reports for the letter agreement regarding fees dated as of March 4, 1999, between the Borrower and its Subsidiaries reflecting no prior Liens the Administrative Agent (other than Permitted Lienssuch letter agreement to be delivered only to the Administrative Agent); (A) encumbering certified copies of (I) the properties resolutions of the Board of Directors or Managers, as applicable, of the Borrower and each of its Subsidiaries; Subsidiaries (vother than the Trust Subsidiary) certificates approving this Agreement, the Notes and the other Credit Documents, (II) the articles or certificate of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, incorporation 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 bylaws of the Borrower dated as and each 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 documentsits Subsidiaries, and (DIII) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes and the other Credit Documents to which such Person is a party; Documents, and (viiiB) certificates of good standing standing, existence and authority for each Credit Party in the state in which each such Person is organized, which certificates shall be Borrower (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateone copy only); (ixvi) legal opinions a certificate of the Secretary or an Assistant Secretary of the Borrower and each of its Subsidiaries dated as of the date of this Agreement certifying the names and true signatures of those officers of the Borrower and each of its Subsidiaries (Aother than the Trust Subsidiary) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPwho are authorized to sign this Agreement, as special counsel to the Notes, Notices of Borrowing, Notices of Conversion or Continuation and the other Credit Parties, Documents (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 Agentone copy only); and (xvii) such other documentsa favorable opinion of Snell & Smith, governmental certificatesA Professional Corporation, agreementscounsel to the Borro▇▇▇ ▇nd ▇▇▇ ▇ubsidiaries, dated as of the date of this Agreement and lien searches as any Lender Party may reasonably request.substantially in the form of the attached Exhibit G.

Documentation. The Administrative Agent and Lenders shall have received the followingfollowing documents, each duly executed by all and delivered to the parties theretoLenders and the Agent, and each to be satisfactory in form and substance reasonably satisfactory to the Administrative Agent and the Lendersits counsel: (i) a certificate of the Secretary of each Obligor certifying (a) that attached thereto is a true and complete copy of the Articles or Certificate of Incorporation of such Obligor as in effect on the date of such certification, or that such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified since August 13, 1999; (b) that attached thereto is a true and complete copy of the bylaws of such Obligor, as in effect on the date of such certification, or that the bylaws in effect on such date of certification have not been amended, restated, supplemented or otherwise modified since August 13, 1999; (c) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such Obligor, authorizing the execution, delivery, and performance of this Agreement Amendment and/or the other instruments, documents, or agreements delivered pursuant hereto; and all attached Exhibits (d) as to the incumbency and Schedules and genuineness of the Notes payable to signatures of the officers of each Lender requesting a NoteObligor executing this Amendment or any of the other instruments, documents, or agreements executed pursuant hereto; (ii) Certificates as to No Default and Related Matters from the Guaranty Obligors, executed by an officer of each of the Borrower and all Subsidiaries existing on the Closing DateObligors; (iii) An opinion of counsel to the Security Agreement executed by Obligors as to the Borrower enforceability of this Amendment and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements Amendment Documents and intellectual property security agreements, if any, necessary for filing with as to such other matters as 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 CollateralAgent may require; (iv) appropriate UCC such acknowledgments, reaffirmations and intellectual property search reports for consents as the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Agent may require in respect of any guarantors of the Borrower and its Subsidiaries;Secured Obligations or any Subordinated Debt; and (v) certificates of insurance naming such other documents 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 5.3; (vi) a certificate from an authorized officer of Lenders may reasonably request. Once all 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 above have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying fulfilled, this Amendment will be deemed effective as of the date of 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 requestfulfillment.

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 Collateral 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 each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranties, the Pledge Agreement, the Security Agreements, Mortgages encumbering the Borrower’s and the Guarantors’ Proven Reserves and associated Oil and Gas Properties in connection therewith, the Indenture Intercreditor Agreement, assignments of the mortgages and deeds of trust in effect under the Existing Credit Agreement (other than the deed of trust encumbering the Oil and Gas Properties located in ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ County, Texas) necessary to effectuate, or reflect of public record, the Collateral Agent as the beneficiary or mortgagee, as applicable, under such mortgages and deeds of trust, and all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Borrower’s and the Borrower Guarantors’ counsel dated as of the date of this Agreement and all Subsidiaries existing on substantially in the Closing Dateform of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as the Administrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by a Responsible Officer of the Borrower of (A) the resolutions of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the certificate or articles of incorporation of the Borrower, (C) the bylaws of the Borrower and each Subsidiary existing on the Closing Date, together with (AD) 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 respect to this Agreement, the appropriate authoritiesNotes, 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 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 Directors (or other applicable governing body) of such Guarantor 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 or certificate of formation (as applicable) and the limited liability company agreement, operating agreement, partnership agreement or bylaws (as applicable) of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementGuarantor, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, 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 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 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) appropriate UCC‑1 and UCC-3, as applicable, 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; (viii) certificates evidencing the Equity Interests, if any, required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (ix) insurance certificates naming the Collateral Agent loss payee or as additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) certificates of good standing for the Borrower and the Guarantors in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement and (B) otherwise effective on the Effective Date; (xi) the initial Independent Engineer’s Report dated effective as of a date acceptable to the Administrative Agent; (xii) a certificate dated as of the Closing Date date of this Agreement from the Responsible Officer of the Borrower stating that as of such date (A) all representations and warranties of the Borrower and each Guarantor set forth in this Agreement the Loan Documents are true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality time, which representations and warranties shall be true and correct in the text thereofall material respects as of such earlier date or time), ; (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, 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 Agentmet; and (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to Parent and Purchaser 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 A certificate, dated the Closing Date, of the Representative and the Notes payable to each Lender requesting a NoteCompany confirming the matters set forth in Sections 6.3(a), (b) and (c); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Representative and the Company certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of Sellers and the Company, and all amendments, if any, thereto as of the date thereof; (B) are the names of the directors and officers of the Company; (C) is a true copy of all corporate actions taken by the board of directors and the shareholders of the Company (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions (including the approval of the shareholders of the Company of the Sale Bonus); and (D) are the names and signatures of the duly elected or appointed officers of the Company who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Company is a party and any certificate, document or other instrument in connection herewith; (iii) True, correct and complete copies of all the Security Agreement executed by the Borrower Company Required Consents 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 CollateralPermits; (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 SubsidiariesAn executed Escrow Agreement; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, An executed Nondisclosure and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Nonsolicitation Agreement; (vi) a certificate from an authorized officer The resignation of all officers and directors of the Borrower dated Company and the Subsidiary, 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 may have been met or waivedrequested by Purchaser; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (AA Nonforeign Certificate executed by the Company and the Representative in accordance with Section 1445(b) officers’ incumbencyof the Code, (B) authorizing resolutions, (C) organizational documents, substantially in the form and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partyeffect of Exhibit D attached hereto; (viii) certificates A release, executed by the Representative and in favor of good standing for each Credit Party Parent and Purchaser, substantially in the state form and to the effect of Exhibit E attached hereto; (ix) Good standing certificates for the Company and the Subsidiary from the Secretary of State of the State of Delaware and each other jurisdiction in which each such Person the Company is organizedqualified to do business as a foreign corporation; (x) A signed opinion of Seller's counsel, dated the Closing Date, addressed to Parent and Purchaser, substantially in the form and to the effect of Exhibit F attached hereto; (xi) the Senior Lender Pay-Off Letter; (xii) the JZ Pay-Off Letter; (xiii) the Preferred Stock Pay-Off Letters; (xiv) the TJC Pay-Off Letter; (xv) the BHC Pay-Off Letter; (xvi) certificates evidencing all of the Purchased Shares, which certificates shall be (A) dated a date not earlier than 30 days prior duly endorsed in blank or accompanied by duly executed stock powers assigning them to Closing Date or (B) otherwise effective on the Closing DatePurchaser; (ixxvii) legal opinions releases from payees of (A) the Sale Bonus and the ▇▇▇▇▇▇▇▇ & ▇▇1994 Employment Agreement Termination Payment; (xviii) releases of or amendments to the change in control provisions, as requested by Purchaser, of the Employment Agreements; (xix) evidence of the release by Jordan/Zalaznick Capital Corporation of the security interest in the Purchased Shares owned 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.; (xx) evidence of the termination of the Stockholders Agreement, as Wyoming counsel dated November 21, 1994, pertaining to the Credit Parties, each in form and substance reasonably acceptable to capital stock of the Administrative AgentCompany; and (xxxi) such other documents, governmental certificates, agreements, a Landlord Consent and lien searches as any Lender Party may reasonably requestEstoppel Certificate in substantially the form and to the effect of Exhibit G attached hereto.

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 (except for the Notes) in sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteof the Banks, respectively; (ii) the a Reaffirmation of Guaranty executed by each of the Borrower Borrower's Subsidiaries (other than the Non-Profit Entities and all Subsidiaries existing on the Closing DateCanadian Subsidiaries); (iii) the Security (A) a Reaffirmation of Pledge Agreement executed by ECI Capital Corporation reaffirming its obligations under the Borrower Pledge Agreement 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, opinions or instruments necessary agreements as the Agent may request to create, perfect or maintain an Acceptable Security Interest in evidence the Collateralperfection of the Liens created thereby; (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 the President or Chief Financial 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 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), 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’ incumbencycertified copies of the resolutions of the Board of Directors of the Borrower and each Subsidiary (other than the Non-Profit Entities) approving this Agreement, (B) authorizing resolutions, (C) organizational documentsthe Notes, and (D) the other Credit Documents, and of the articles or certificate of incorporation and bylaws of the Borrower and each such Subsidiary, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Credit Documents Documents, and (B) certificates of good standing, existence and authority for each of the Borrower and the consolidated Subsidiaries; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary dated as of the date of this Agreement certifying the names and true signatures of officers of the Borrower and each Subsidiary authorized to which sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation and the other Credit Documents; (vii) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Craft, L.L.P., outside counsel to the Borrower and the Subsidiaries, dated as of the Effective Date and substantially in the form of the attached Exhibit H and as to such Person is a party;other matters as any Bank through the Agent may reasonably request; and (viii) certificates a 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) Messrs. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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.L.L.P., as Oklahoma counsel to the Credit PartiesAgent, dated as of the Effective Date and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to substantially in the Credit Parties, each in form and substance reasonably acceptable to of the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.attached Exhibit I.

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 to each Lender in an amount equal to such Lender’s Commitment, the Guaranties, the Security Agreements, and supplements to the existing Mortgages, or if applicable, new Mortgages, encumbering, after giving effect to the ▇▇▇▇▇ Acquisition, 90% (by value) of the Borrower’s and its Subsidiaries’ Oil and Gas Properties, and each of the other Loan Documents, and all attached exhibits and schedules; (ii) favorable opinions of (A) ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Borrower, its Subsidiaries, and the Guarantors, (B) ▇▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Borrower, its Subsidiaries and the Guarantors, and (C) local counsel to the Administrative Agent in Mississippi, Louisiana and Michigan, each dated as of the Effective Date and in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Agreement , and all attached Exhibits and Schedules and covering such matters as any Lender through 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 Agreement executed Effective Date 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the bylaws and the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNote, and the other Loan Documents; (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 of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue 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 the Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (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 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 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) certificates of good standing for the Borrower and each Guarantor as of a recent date in each state in which each such Person is organized or qualified to do business; (viii) a certificate dated as of the Closing Effective Date 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, 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 Datemet; (ix) legal opinions appropriate UCC-1 and UCC-3, as applicable, 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; (x) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance that meets the requirements of this Agreement and the Security Instruments, and that is otherwise satisfactory to the Administrative Agent; (Axi) ▇certificates evidencing the Equity Interests required in connection with the Security Agreements and powers executed in blank for each such certificate; (xii) the initial Internal Engineering Report dated as of January 1, 2007 together with a letter from ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPdated as of January , as special counsel to 2007 detailing the Credit Partiesresults of its audit of such report; (xiii) copies, (B) Millercertified by a Responsible Officer of the Borrower, Canfieldof the Acquisition Instruments and all exhibits and schedules thereto, Paddock and Stonetogether with all amendments, P.L.C., as Michigan counsel to modifications or waivers thereto in effect on 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 AgentEffective Date; and (xxiv) 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, 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 Agreement, a Note to each Lender in an amount equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security Agreement, and new Mortgages or reaffirmation of existing Mortgages encumbering at least 70% of the present value of the Obligor’s Proven Reserves and Oil and Gas Properties in connection therewith (as set forth in the Independent Engineering Report dated effective as of December 31, 2009), 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) a favorable opinion of counsel to Obligors dated as of the Guaranty executed by Effective Date and substantially in the Borrower form of the attached Exhibit J covering the matters discussed in such Exhibit and all Subsidiaries existing on such other matters as any Lender through the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security Agreement executed Effective Date by a Responsible Officer or secretary or assistant secretary 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the bylaws and the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNotes, and the other Loan Documents; (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 of a Responsible Officer or secretary or assistant secretary of the Borrower certifying, as of the Effective Date, the names and its Subsidiariestrue 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 the Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Effective Date 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, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (viii) certificates of good standing for the Borrower and each Credit Party Subsidiary 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 14 days prior to Closing Date the date of this Agreement or (B) otherwise effective on the Closing Effective Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPappropriate UCC-1 and UCC-3, as special counsel applicable, Financing Statements and amendments to Financing Statements covering the Credit PartiesCollateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (Bx) Miller, Canfield, Paddock and Stone, P.L.C.insurance certificates naming the Administrative Agent loss payee or additional insured, as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Partiesapplicable, and (D) Drayevidencing insurance which meets the requirements of this Agreement and the Security Instruments, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable which is otherwise satisfactory to the Administrative Agent; (xi) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (xii) the Independent Engineering Report dated effective as of December 31, 2009; and (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches 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 Agent, the Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note to each Lender in an amount equal to such Lender’s Commitment, the Guaranties, the Pledge Agreement, the Security Agreement, and Mortgages encumbering 90% of the present value of the Obligor’s Proven Reserves and Oil and Gas Properties in connection therewith (as set forth in the Independent Engineering Report dated effective as of December 31, 2005), 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) a favorable opinion of counsel to Obligors dated as of the Guaranty executed by Effective Date and substantially in the Borrower form of the attached Exhibit K covering the matters discussed in such Exhibit and all Subsidiaries existing on such other matters as any Lender through the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security Agreement executed Effective Date by a Responsible Officer or secretary or assistant secretary 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the bylaws and the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNotes, and the other Loan Documents; (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 of a Responsible Officer or secretary or assistant secretary of the Borrower certifying, as of the Effective Date, the names and its Subsidiariestrue 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 the Borrower is a party; (v) certificates copies, certified as of insurance naming the Administrative Agent Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of Directors (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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Effective Date 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, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (viii) certificates of good standing appropriate UCC-1 and UCC-3, as applicable, Financing Statements and amendments to 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) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPinsurance certificates naming the Administrative Agent loss payee or additional insured, 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 Partiesapplicable, and (D) Drayevidencing insurance which meets the requirements of this Agreement and the Security Instruments, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable which is otherwise satisfactory to the Administrative Agent; (x) stock certificates required in connection with the Pledge Agreement and stock powers executed in blank for each such stock certificate; (xi) the Independent Engineering Report dated effective as of December 31, 2005; and (xxii) such other documents, governmental certificates, agreements, agreements and lien searches 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 Agent, and the Lendersin sufficient copies for each Bank: (i) this an Accession Agreement dated as of the Acquisition Date (executed by each WWC Guarantor), the Custodial Agreements described in the Guarantors Security Agreement and all attached Exhibits and Schedules and the Notes payable applicable to each Lender requesting a NoteWWC Guarantor dated as of the Acquisition Date, and all UCC1 financing statements contemplated by the Guarantors Security Agreement with respect to each WWC Guarantor; (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 the Chief Executive Officer, President or Chief Financial Officer of the Borrower dated as of the Closing Acquisition Date stating that as of such date the Acquisition Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Borrower Security 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 3.02 have been met or waivedmet; (viiiii) a secretary’s certificate from of the Secretary or an Assistant Secretary of each Credit Party WWC Guarantor dated as of the Acquisition Date and certifying as of the Acquisition Date (x) the names and true signatures of officers such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect WWC Guarantor authorized to sign the Credit Documents to which such Person is a party, (y) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (z) copies of the articles or certificate of incorporation and bylaws of such Person; (viiiiv) certificates a favorable opinion of good standing for each Credit Party in the state in which each such Person is organizedRichard F. Cooper, 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) Gener▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe Borrower and the Guarantors, dated as special counsel to of the Credit Parties, (B) Miller, Canfield, Paddock Acquisition Date and Stone, P.L.C., as Michigan counsel to in substantially 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 Agentof Exhibit I-2; and (xv) all shares of capital stock of each WWC Company (other than the WWC Shares and the shares of capital stock of the ICC Subsidiaries) have been delivered to the Agent together with stock powers executed in blank by the holder of such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestshares.

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 requesting Lender requesting a Note; (ii) in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) amount of its Commitment, the Security Agreement executed by Agreements, the Borrower Guaranties, the Pledge 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’ personal property and encumbering at least 90% of all of the Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties with such insurance carriersin connection therewith, for such amounts and each of the other Loan Documents, and all attached exhibits and schedules; (ii) a favorable opinion of the Borrower’s and the Guarantors’ primary counsel dated as of the date of this Agreement in form and covering such risks matters as required the Administrative Agent may reasonably request; HOUSTON\2067330.8 -43- (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 or certificate of incorporation and the bylaws of the Borrower, and (C) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Notes, and the other Loan Documents; (iv) certificates of the secretary or assistant secretary 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 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 Directors (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 or formation) and bylaws (or partnership or company agreement) 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 Initial Funding Date 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, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (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) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPproperty insurance certificates naming the Administrative Agent loss payee and liability insurance certificates naming the Administrative Agent as additional insured, 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 Partiesapplicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments (D) Drayincluding business interruption insurance), Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable which is otherwise satisfactory to the Administrative Agent; and; (x) the Initial Engineering Report; (xi) stock, membership or partnership certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such other documents, governmental certificates, agreementsstock certificate; (xii) a Compliance Certificate completed and executed by a Responsible Officer of the Borrower showing the calculation of, and lien searches as any Lender Party may reasonably request.Borrower’s pro forma compliance with HOUSTON\2067330.8 -44-

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 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 Lender shall have received the followingfollowing documents, duly executed each to be in form and substance satisfactory to Lender and its counsel: (1) Certificates of insurance or certified copies of each Borrower's casualty insurance policies, evidencing the existence of the insurance coverage required pursuant to this Agreement, together with loss payable endorsements thereto naming Lender as a loss payee or additional insured in form and substance satisfactory to Lender. (2) Such UCC financing statements as are required by Lender to perfect the Liens of Lender in the Collateral (subject to the provisions in Section 5.A.(7) hereof) and evidence, in a form acceptable to Lender, that such Liens will constitute valid and first priority perfected Liens. (3) A Certificate of the secretary or an assistant secretary of each Borrower, dated as of the date of this Agreement, certifying (i) that attached thereto is a true and complete copy of the Bylaws of Borrower, as in effect on the date of such certification, (ii) that attached thereto is a true and complete copy of resolutions, in form satisfactory to Lender, adopted by the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Agreement and each of the other Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and (iii) as to the incumbency and genuineness of the signature of each officer of Borrower executing this Agreement or any of the other Credit Documents to which Borrower is a party. (4) A copy of the Certificate of Incorporation of each Borrower, and all amendments thereto, certified by the Secretary or Assistant Secretary of each Borrower. (5) A good standing certificate for each Borrower issued by the Secretary of State of the jurisdictions indicated as follows: as to LPC, in Delaware, Arizona and Ohio; and as to LCI, in Delaware, Georgia and Ohio. (6) A certificate of each Borrower signed by the chairman, vice chairman, president or chief financial officer of each Borrower and dated as of the date of this Agreement, stating that (i) the representations and warranties set forth in Section 4 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the parties theretoterms and provisions set forth in this Agreement, and (iii) on such date no Event of Default exists and no event or condition has occurred or is continuing which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default. (7) Written instructions from Borrower directing the disbursement of the loan proceeds pursuant to the facilities set forth in Sections 2.D, 2.E and 2.F hereof. (8) The written opinion of counsel to Borrowers as to the transactions contemplated by this Agreement and the Credit Documents, in form and substance reasonably satisfactory to Lender. (9) The Equipment Term Note, the Administrative Agent North Canton Term Note, the Vienna Term Note, the Casa Grande Note, the LaGrange Term Note and the LendersNorth Canton Equipment Note duly executed by Borrowers, and such other agreements, instruments and documents, including, without limitation, assignments, security agreements, mortgages, deeds of trust, pledges, guaranties and consents, which Lender may require to be executed in connection herewith, including, but not limited to, the following: (ia) this Agreement and all attached Exhibits and Schedules Environmental Assessments, Appraisals of Real Property , the Equipment and the Notes payable to each North Canton Equipment, ALTA Lender requesting a Note; (ii) Title Policies and Surveys of the Guaranty executed by North Canton Property, the Borrower Vienna Property, the Casa Grande Property and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLaGrange Property, 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 documentsitems or information requested by Lender in regard to the North Canton Property, agreementsthe Vienna Property, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral;Casa Grande Property and the LaGrange Property. (ivb) 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 Duly executed UCC-1 Financing Statements as loss payee with respect to property insurancerequested by Lender from Borrowers, or additional insured with respect to liability insurancein recordable form, 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; andLender and its counsel. (xc) such other documentsDuly executed and delivered open-end mortgages of the North Canton Property and the Casa Grande Property from LPC in recordable form, governmental certificatesin form and substance acceptable to Lender and its counsel, agreementsgranting Lender the first lien on the North Canton Property and the Casa Grande Property, subject only to Permitted Encumbrances. (d) Duly executed and delivered open-end mortgages of the Vienna Property and the LaGrange Property from LCI in recordable form, in form and substance acceptable to Lender and its counsel, granting Lender the first lien searches as any on the Vienna Property and the LaGrange Property, subject only to Permitted Encumbrances. (10) An Amended and Restated Intercreditor Agreement executed by Congress in form and substance acceptable to Lender Party may reasonably requestand its counsel subordinating the rights of Congress to Lender's rights in the Collateral. (11) Lender shall have reviewed and approved in its sole discretion: the Project budget, which budget shall include costs incurred to date and verifiable costs to complete the Project.

Documentation. The Administrative Agent Lender shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to it, each of the Administrative Agent and the Lendersfollowing duly executed: (i) this Agreement Agreement, and all attached Exhibits and Schedules and the Notes payable each other Loan Document to each Lender requesting which Borrower is a Noteparty, duly executed by Borrower which shall be original unless otherwise specified; (ii) from Borrower, a certificate of its secretary or assistant secretary dated as of the Guaranty date hereof as to: (A) resolutions of its board of directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its bylaws, a copy of which is attached; and (C) the Borrower incumbency and all Subsidiaries existing on signatures of those of its officers authorized to act with respect to the Closing DateLoan Documents to be executed by it; (iii) from Borrower, from the Security Agreement executed by the Borrower British Columbia Registrar of Companies, a good standing certificate 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 certified copy of the issued and outstanding Equity Interests its articles 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 Collateralincorporation; (iv) appropriate UCC and intellectual property search reports for the Borrower and from Holdings, a certificate of its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or assistant secretary dated as of the Borrower date hereof as to: (A) resolutions of its board of directors then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by it; (B) its Subsidiariesbylaws, a copy of which is attached; SWVP-018538 - 30 - 79351-0004/LEGAL23242297.11 and (C) the incumbency and signatures of those of its officers authorized to act with respect to each Loan Document to be executed by it; (v) certificates from Holdings, from the British Columbia Registrar of insurance naming the Administrative Agent as loss payee with respect to property insuranceCompanies, or additional insured with respect to liability insurance, a good standing certificate and covering the Borrower’s and certified copy of its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3articles of incorporation; (vi) from Curis Arizona, a certificate from an authorized officer of the Borrower its secretary or assistant secretary dated as of the Closing Date stating that date hereof as of such date to: (A) all representations resolutions of its board of directors then in full force and warranties effect authorizing the execution, delivery and performance of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not each Loan Document to be applicable to any representations and warranties that already are qualified or modified executed by materiality in the text thereof), it; (B) no Default has occurred and its bylaws, a copy of which is continuingattached; 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, the incumbency and (D) governmental approvals, if any, signatures of those of its officers authorized to act with respect to the Credit Documents each Loan Document to which such Person is a partybe executed by it; (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 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 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 Subsidiary Guarantors, the Required Lenders 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 each Loan Party 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 each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization; (iv) favorable opinions of counsel to the Borrower Loan Parties, addressed to the Administrative Agent, each L/C Issuer and each Subsidiary existing on Lender, as to such matters concerning the Closing DateLoan Parties, together with 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 5.3;approvals are so required; and (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, Loan Notice with respect to the Credit Documents Term Loan Borrowing to which be made on the Amendment Effective Date and, if such Person is Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, a party; funding indemnity letter (viiiit being understood that if such Term Loan Borrowing will initially consist of Eurocurrency Rate Loans, the items described in this clause (vi) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall must be (A) dated a date received not earlier later than 30 days 11:00 a.m. three Business Days prior to Closing Date or (B) otherwise effective on the Closing Amendment 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, following duly executed (which may be, in the Administrative Agent’s sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Issuing Lenders and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering at least 90% (by value) of all of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proven Reserves, 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) a favorable opinion of (A) the Guaranty executed by Borrower’s and the Borrower Guarantors’ counsel dated as of the date of this Agreement and all Subsidiaries existing on substantially in the Closing Dateform of the attached Exhibit K-1 and (B) the Borrower’s and the Guarantors’ local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 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 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 of the Borrower approving the Loan Documents to which the Borrower is a party, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the articles or certificate of incorporation and the issued and outstanding Equity Interests of each bylaws of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, or instruments necessary with respect to createthis Agreement, perfect or maintain an Acceptable Security Interest in the CollateralNotes, and the other Loan Documents; (iv) appropriate UCC and intellectual property search reports for certificates of the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary or assistant secretary of the Borrower certifying the names and its Subsidiariestrue signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, and the other Loan Documents and Hedge Contracts to which the 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 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 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, Security Instruments and the other Loan Documents to which such Guarantor is a party; (vii) a certificate dated as of the Closing Date 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, 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 with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (ix) insurance certificates naming the Administrative Agent loss payee or additional insured, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Administrative Agent; (x) a copy of the most recent Independent Engineering Report delivered pursuant to the Existing Agreement; (xi) to the extent required in connection with the Pledge Agreements, (A) stock or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) to the extent such Person is a limited liability company or a limited partnership, copies of its limited liability company agreement, partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as applicable, in such Person are securities governed by Chapter 8 of the Uniform Commercial Code as in effect in the State of Texas; (xii) certificates of good standing and existence for the Borrower and each Credit Party Guarantor in (a) the state state, province or territory in which each such Person is organizedorganized and (b) each other state, province or territory in which it is required to be qualified to do business under Section 5.03, 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; (ixxiii) legal opinions copies, certified by a Responsible Officer of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe Borrower, of the CIECO Loan Documents and all exhibits and schedules thereto, together with all amendments, modifications or waivers thereto in effect 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 in form and substance reasonably acceptable to the Administrative Agentdate of this Agreement; and (xxiv) 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 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:thereto (where applicable): (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 DateRevolving Line of Credit Note; (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 CollateralTerm Note; (iv) appropriate UCC and intellectual property search reports for the respective security agreements of Borrower and its Subsidiaries reflecting no prior Liens (each other than Permitted Liens) encumbering the properties Obligor in favor of the Borrower and its SubsidiariesBank; (v) certificates the standby letter 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 5.3credit agreement of Borrower in favor of Bank; (vi) a certificate from an authorized officer the commercial letter of the credit agreement of Borrower dated as in favor 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 waivedBank; (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 partycontinuing guaranty of Baseline in favor of Bank; (viii) certificates the continuing guaranty of Microanalytics in favor of Bank; (ix) the perfection certificate of the Obligors in favor of Bank (the “Perfection Certificate”); (x) the share purchase agreement with respect to the Acquisition Target and all material documentation related thereto; (xi) financing statements with respect to each Obligor to be filed in each jurisdiction which, in the opinion of Bank, is reasonably necessary to perfect the security interests and liens created by a security agreement of such Obligor in favor of Bank, to the extent such security interests and liens can be perfected by filing; (xii) current searches of appropriate filing offices in the jurisdiction in which each Obligor is organized, has an office or otherwise conducts business (including, but not limited to, secretaries of state and county recorders) showing that no state or federal tax liens have been filed and remain in effect against such Obligor, and that no financing statements or other notifications or filings have been filed and remain in effect against such Obligor, other than those for which Bank has received an appropriate release, termination or satisfaction or those permitted in accordance with this Agreement; (xiii) certificate of the secretary or other appropriate officer of each Obligor (A) certifying that the execution, delivery and performance of this Agreement, the Revolving Line of Credit Note, the Term Note and other documents contemplated hereunder to which such Obligor is a party have been duly approved by all necessary action of the board of directors of such Obligor, 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 Obligor’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 Line of Credit Note, the Term 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 such further certificate; (xiv) a certificate of good standing for each Credit Party in Obligor from the Secretary of State (or the appropriate official) of the state in which of formation of each such Person is organizedObligor, 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 (xxv) 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 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 L▇▇▇▇▇; (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), (chief financial officer of 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) ▇▇▇▇▇▇▇ & 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 B▇▇▇▇▇▇▇ LLP, as special counsel with respect to the Credit Parties, Loans; (x) the Small Business Administration Economic Impact Assessment completed by 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 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 and all attached Exhibits and Schedules by each of the Obligors and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and Purchaser, together with all Subsidiaries existing on Schedules hereto updated as of the Closing Date; (iii2) the Second 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) An amendment to, or amendment and restatement of, the Existing Share Mortgage (the “Share Mortgage Amendment”) and to the Existing Pledge Agreement (collectively, the “Pledge Amendments”), duly executed by the Borrower and each Subsidiary existing on Company, which for avoidance of doubt includes, among other collateral specified therein, a pledge of 100% of the Closing Dateequity of all first-tier Foreign Subsidiaries of the Obligors (other than any Excluded Subsidiaries), together with all schedules thereto; (A5) appropriate [Intentionally deleted]; (6) a Closing Certificate, duly executed by the Company, certifying as to no default and certain other matters, and attaching true, correct and complete copies of all Existing Senior Secured Debt Documents; (7) [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 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 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) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ , LLP, as special 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, (B) Millerthe payment of the PIK Fee Shares, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hallthe issuance of the Senior Notes, Estillthe incurrence of the Obligations, Hardwickany guaranty thereof by any Guarantor, Gableand 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 years ending December 31, Golden & ▇▇▇▇▇▇2019, P.C.(B) the internally prepared quarterly financial statements of the Company for the period from January 1, as Oklahoma counsel to 2020 through and including the Credit Partiesfiscal quarter ended June 27, 2020, 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; (17) each other Transaction 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, as applicable, in each case, as determined by the Purchaser; (18) [Intentionally deleted]; and (x19) such other documentsAmendment No. 3 to Warrant Agreement, governmental certificates, agreements, duly executed by the Company and lien searches as any Lender Party may reasonably requestthe Purchaser.

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 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[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 Borrower book-entry issuance of 150,000 shares of Parent 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 [chief financial officer] of Parent as to the Solvency of the Credit Documents Parties (after giving effect 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 DateTransactions); (ix) legal opinions of the SBA Forms 480, 652 and 1031 (AParts A and B) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel completed by Parent with respect to the Credit PartiesLoans; (x) the Small Business Administration Economic Impact Assessment completed by Parent, (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 Borrowers; (xii) documentation authorizing the Lenders to draft interest payments under the Loans from a checking account of the Borrowers 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 shall have received counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes, all Guaranties and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note duly executed by the Borrower and payable to the order of each Bank that has requested the same, all attached Exhibits and Schedules Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of the general partner of such Person, (D) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Person, and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (viiiiv) certificates a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner interests and at least 70% of the limited partnership interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing for or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each Credit Party in the state jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is organizedduly qualified and in good standing as a foreign corporation, which certificates shall limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) dated a date not earlier than 30 days prior to Closing Date one or (B) otherwise effective on the Closing Date; (ix) legal more favorable written opinions of (A) ▇▇▇▇▇▇▇, Diamond and Ash, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock LLP and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Hunton & ▇▇▇▇▇▇▇▇ LLP, P.C.each special counsel for the Borrower, as Oklahoma counsel to the Credit PartiesParent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (i) Evidence as to whether each Hotel Property encumbered by an New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks; and (xxii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent shall have received the following, following duly executed (which may be, in the Administrative Agent's sole discretion, by facsimile or scanned pdf email) by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, the Issuing Lenders and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Security Agreements, the Guaranties, the Pledge Agreements, and Mortgages encumbering at least 90% (by value) of all of the Borrower's and the Guarantors' Oil and Gas Properties constituting Proven Reserves, 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) a favorable opinion of (A) the Guaranty executed by Borrower's and the Borrower Guarantors' counsel dated as of the date of this Agreement and all Subsidiaries existing on substantially in the Closing Dateform of the attached Exhibit K-1 and (B) the Borrower's and the Guarantors' local counsel dated as of the date of this Agreement and substantially in the form of the attached Exhibit K-2 covering the matters discussed in such Exhibit and such other matters as any Lender through the Administrative Agent may reasonably request; (iii) a certificate of the Security Agreement executed by secretary, assistant secretary or Responsible Officer of the Borrower and each Subsidiary existing on certifying copies as of the Closing Date, together with date of this Agreement of (A) appropriate UCC-1 financing statements the resolutions of the board of directors of the Borrower approving the Loan Documents to which the Borrower is a party, (B) the articles or certificate of incorporation and intellectual property security agreementsthe bylaws of the Borrower, (C) certificates of good standing and existence for the Borrower in (1) the state, province or territory in which the Borrower is organized and (2) each other state, province or territory in which the Borrower is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) 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 and Hedge Contracts to which the Borrower is a party and (E) all other documents evidencing other necessary corporate action and governmental 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 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 secretary, an assistant secretary or Responsible Officer of each Guarantor certifying copies as of the date of this Agreement of (A) the resolutions of the Board of Directors (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 its Subsidiariesbylaws of such Guarantor, (C) certificates of good standing and existence for each Guarantor in (1) the state, province or territory in which each Guarantor is organized and (2) each other state, province or territory in which each Guarantor is required to be qualified to do business under Section 5.03, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, (D) 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 and (E) 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; (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 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 met; (vi) appropriate UCC-1 and UCC-3, as applicable, 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; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencyinsurance certificates naming the Administrative Agent as lender loss payee or additional insured, (B) authorizing resolutions, (C) organizational documentsas applicable, and (D) governmental approvalsevidencing insurance which meets the requirements of this Agreement and the Security Instruments, if any, with respect and which is otherwise satisfactory to the Credit Documents to which such Person is a partyAdministrative Agent; (viii) certificates a 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 most recent Independent Engineering Report delivered pursuant to Closing Date or (B) otherwise effective on the Closing DateExisting Agreement; (ix) legal opinions of to the extent required in connection with the Pledge Agreements, (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPstock or, as special counsel to the Credit Partiesextent applicable under the Person's organizational documents, membership or partnership interest certificates, and stock powers executed in blank for each such stock certificate endorsed in blank to the Administrative Agent and (B) Millerto the extent such Person is a limited liability company or a limited partnership, Canfieldcopies of its limited liability company agreement, Paddock and Stone, P.L.C.partnership agreement or other similar document the terms of which expressly provide that membership interests or partnership interests, as Michigan counsel to applicable, in such Person are securities governed by Chapter 8 of the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., Uniform Commercial Code as Oklahoma counsel to in effect in 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 AgentState of Texas; and (x) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Letter of Credit is issued, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed by all the parties thereto, each 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) 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; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateGuarantor, 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 for the Pledge Agreement executed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Guarantor that has a Material Subsidiary pledging to the properties Administrative Agent for the benefit of the Borrower Secured Parties all of the Equity Interests of the Material Subsidiaries that are Domestic Subsidiaries of such Loan Party and its Subsidiaries65% of the Equity Interests of the Material Subsidiaries that are Foreign Subsidiaries of such Loan Party, together with certificates, 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; (v) certificates of insurance naming a Custodial Agreement executed by the Administrative Agent, the Loan Parties and Custodians selected by the 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; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date from a Responsible Officer of the Borrower 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 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 the Closing Date by a secretary’s Responsible Officer of such Loan Party as being true and complete copies thereof; (viii) a certificate from of a Responsible Officer of each Credit Loan Party dated the Closing Date and certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of 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 resolutionsthe 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, 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 certified copy thereof 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 of each Loan Party as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to (Aviii) above; (x) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of each of the Loan Parties in all jurisdictions where required by the Administrative Agent; (xi) a favorable opinion dated as of the Closing Date of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Loan Parties; (xii) a favorable opinion dated as of the Closing Date of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, Texas, New York and Delaware counsel to the Loan Parties; (xiii) a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇▇▇▇▇▇ Hawthorne D’▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special Louisiana counsel to the Credit Loan Parties, ; (Bxiv) Miller, Canfield, Paddock and Stone, P.L.C., a certificate from a Financial Officer of the Borrower dated as Michigan counsel of the Closing Date addressed to the Credit Parties, Administrative Agent and each of the Lenders regarding the matters set forth in Section 4.20; (Cxv) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel a certificate from a Financial Officer addressed to the Credit PartiesAdministrative Agent and each of the Lenders, which shall be in form and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel in substance reasonably satisfactory to the Credit PartiesAdministrative Agent, certifying that as of the Closing Date the updated Projections prepared by the Borrower and provided to the Administrative Agent 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 to occur; (xvi) 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; (xvii) (A) satisfactory Appraisal Reports on a Fair Market Value basis of the Collateral, each in form and substance reasonably satisfactory to the Administrative Agent and issued by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or issued by firm(s) reasonably acceptable to the Administrative AgentAgent or (B) copies of purchase invoices with respect to Collateral, that, taken together, affirm that after giving effect to the initial Borrowing on the Closing Date a Borrowing Base deficiency under Section 2.07(c)(i) will not exist; and (xxviii) 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 shall have received counterparts of this Agreement executed by the followingBorrower, the Parent and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes (if required by a Lender), the Disclosure Letter and the Lenders:Guarantee and Collateral Agreement, in sufficient copies for each Lender (except for each Note, as to which one original of each shall be sufficient): (i) this an executed copy of the Guarantee and Collateral Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteDisclosure Letter; (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 the Chief Executive Officer, President, Chief Financial Officer or Executive Vice President of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower and the Guarantors set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in all respects); provided, to the text thereof)extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; 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; (viiiii) a secretary’s certificate from each Credit Party of the Secretary of the Borrower dated as of the Closing Date certifying such Person’s as of the Closing Date to the extent applicable (A) officers’ incumbencythe names and true signatures of officers or authorized representatives of the Borrower authorized to sign the Credit Documents, (B) authorizing resolutionsresolutions of the board of trustees of Parent, (C) organizational documentsin its capacity as the general partner of the Borrower, approving the transactions herein contemplated and (D) of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Borrower, and (D) a true and correct copy of the partnership agreement of the Borrower; (iv) a certificate of the Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) the names and true signatures of officers or authorized representatives of the Parent authorized to sign the Credit Documents, (B) resolutions of the board of trustees of Parent approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (C) a true and correct copy of the organizational documents of Parent, (D) a true and correct copy of the bylaws of the Parent, and (E) that the Parent owns 100% of the general partner interests in the Borrower; (v) a certificate of the Secretary of each of the Subsidiary Guarantors dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers, members or authorized representatives of each of the Subsidiary Guarantors authorized to sign the Credit Documents, (B) resolutions of the respective members of each of the Subsidiary Guarantors, approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Documents to which it is or is to be a party, (C) a true and correct copy of the organizational documents of each of the Subsidiary Guarantors, and (D) a true and correct copy of the operating agreement of each of the Subsidiary Guarantors; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Borrower, the Parent and each Subsidiary Guarantor, dated reasonably near (but prior to) the Closing Date, certifying (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, and (B) that such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vii) a partycopy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor Subsidiary owns or leases material property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate; (viii) certificates of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be (A) a favorable written opinion of Sidley Austin LLP, as special counsel for the Borrower, the Subsidiary Guarantors and the Parent in a form and substance reasonably acceptable to the Administrative Agent, dated a date not earlier than 30 days prior to as of the Closing Date or Date, and (B) otherwise effective on the Closing Date; (ix) legal opinions a favorable opinion of (A) ▇▇▇▇▇▇ & V▇▇▇▇▇▇ 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 for Parent in a form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date; (ix) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations, in each case, reasonably requested by such Lender in writing at least ten Business Days prior to the Closing Date; (x) a Solvency Certificate signed by the chief financial officer or another Responsible Officer of the Parent confirming the solvency of the Parent and its Subsidiaries on a consolidated basis after giving effect to the Closing Date Advance and the transactions contemplated by this Agreement; (xi) a Perfection Certificate signed by a Responsible Officer of the Parent with respect to the Parent, the Borrower and the Subsidiary Guarantors; and (xxii) such other documents, governmental certificates, agreements, copies of a recent Lien and lien searches as any Lender Party may judgment search in each jurisdiction reasonably requestrequested by the Administrative Agent with respect to each of the Loan Parties.

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) a Note payable to each 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) the Pledge Agreements, (B) the Security Agreements, and (C) the Mortgages requested by the Administrative Agent; (iv) the Guaranties; (v) stock certificates or, to the extent applicable under the Person’s organizational documents, membership or partnership interest certificates required in connection with the Pledge Agreements and stock powers or other transfer documents for each such certificate endorsed in blank to the Administrative Agent; (vi) appropriate UCC-1 financing statements and intellectual property security agreementsor UCC-3 Financing Statements, if any, necessary covering the Collateral 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; (vivii) 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 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; (viiviii) 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) a secretary’s certificate from each Credit Party of the secretary or assistant secretary of the General Partner certifying such Person’s as of the Effective Date (A) officers’ incumbencythe existence of the Borrower and the General Partner, (B) authorizing resolutionsthe Borrower Partnership Agreement and the other organizational documents of the Borrower, (C) organizational documentsthe General Partner’s Certificate of Organization and Regulations, (D) the resolutions of the General Partner approving this Agreement, the Notes, the other Credit Documents, and the related transactions on behalf of the Borrower, and (DE) governmental approvalsall documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Notes, and the other Credit Documents executed and delivered on or before the date hereof; (x) a certificate of a Secretary or an Assistant Secretary of the General Partner of the Borrower dated as of the Effective Date certifying the names and true signatures of the officers of the General Partner authorized to sign this Agreement, the Notes, the Notices of Borrowing and the other Credit Documents on behalf of the Borrower; (xi) certificates of the secretary or assistant secretary of each of the Guarantors certifying as of the Effective Date (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, the other Credit Documents to which such Person Guarantor is a party, and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action, if any, with respect to this Agreement, the Guaranty, and the other Credit Documents to which such Guarantor is a party executed and delivered on or before the date hereof; (viiixii) certificates of a Secretary or an Assistant Secretary of each Guarantor dated as of the date of the initial Borrowing certifying the names and true signatures of the officers of such Guarantor authorized to sign this Agreement, the Guaranty and the other Credit Documents to which such Guarantor is a party on behalf of such Guarantor; (xiii) certificates of good standing standing, existence, and authority for the Borrower, the General Partner, the Limited Partner, and each Credit Party in of the state Guarantors from each of the states in which the Borrower, the General Partner, the Limited Partner, and each such Person of the Guarantors is organizedeither organized or, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Dateextent requested by the Administrative Agent, does business; (ixxiv) 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; (xv) favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special outside Texas counsel to the Credit PartiesBorrower, and (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, P.C.General Counsel of the Borrower, in each case dated as Oklahoma counsel to of the Credit Parties, Effective Date and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to Administrative Agent and covering the Administrative AgentBorrower and the Guarantors; (xvi) the Financial Statements and the other financial statements or information described in Section 4.05; and (xxvii) such other documents, governmental certificates, agreements, documents and lien searches agreements as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Documentation Agent or the Administrative Agent ------------- shall have received counterparts of this Agreement executed by the followingBorrower and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agents, and, with respect to this Agreement, all Subordinate Guaranties and the LendersEnvironmental Indemnity, in sufficient copies for each Bank: (i) this Agreement and the Notes, all attached Exhibits and Schedules Subordinate Guaranties, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the General Partner on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower 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 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, waived in writing; and (D) governmental approvalsto the best of the Borrower's knowledge there are no claims, if anydefenses, with respect counterclaims or offsets against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Borrower and each Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (A) the names and true signatures of officers or authorized representatives of the general partner of the Borrower and such Guarantor authorized to sign the Credit Documents to which such Person is a partyparty as general partner of such Person, (B) resolutions of the Board of Directors or the members of the general partner of such Person with respect to the transactions herein contemplated, (C) either (x) the copies of the organizational documents of the general partner of such Person delivered to the Banks are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the general partner of such Person made since such date, (D) a true and correct copy of the partnership agreement for such Person, (E) a true and correct copy of all partnership authorizations necessary or desirable in connection with the transactions herein contemplated and (F) a true and correct copy of all Senior Credit Documents; (viiiiv) certificates a certificate of good standing for each Credit Party in the state in which each such Person is organized, which certificates shall be Secretary or an Assistant Secretary of the Parent dated as of the date of this Agreement certifying as of the date of this Agreement (A) dated a date not earlier than 30 days prior resolutions of the Board of Directors of such Person with respect to Closing Date or the transactions herein contemplated, (B) otherwise effective on the Closing Datecopies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date and (C) the calculation of the Parent's and the Parent's Subsidiaries Consolidated Adjusted EBITDA for the Rolling Period preceding such date and Total Availability as of such date in such detail as the Agents shall reasonably request; (ixv) legal opinions of (A) one or more favorable written opinions of Battle ▇▇▇▇▇▇ L.L.P., special counsel for the Borrower, the Parent, and their Subsidiaries, substantially in the form of the attached Exhibit I, in each case dated as of the Closing Date and with such changes as the Agents may approve, (B) one or more favorable written opinions of Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special Texas 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 PartiesParent, and (D) Draythe Manager and their Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative AgentAgents, in each case dated as of the Closing Date and with such changes as the Agents may approve, and (C) such other legal opinions as either of the Agents shall reasonably request, in each case dated as of the Closing Date and with such changes as the Agents may approve; and (xvi) such other documents, governmental certificates, agreements, and lien searches as any Lender Party either 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 Administrative Agent, the Administrative Agent Issuing Lender and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) this Agreement Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreement, the Security Agreements, and Mortgages encumbering at least 90% (by value) of Borrower’s Proved Reserves and associated Oil and Gas Properties in connection therewith, 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) a favorable opinion of Borrower’s and the Guaranty executed by Guarantors’ counsel dated as of the Borrower date of this Agreement and all Subsidiaries existing on substantially in the Closing Dateform of the attached Exhibit K covering the matters discussed in such Exhibit and such other matters as Administrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by the a Responsible Officer of Borrower and each Subsidiary existing on the Closing Date, together with of (A) appropriate UCC-1 financing statements the resolutions of the Board of Directors of Borrower approving the Loan Documents to which Borrower is a party, (B) the certificate of incorporation of Borrower, (C) the bylaws of Borrower and intellectual property security agreements(D) all other documents evidencing other necessary corporate action and governmental approvals, if any, necessary for filing with respect to this Agreement, the appropriate authoritiesNote, and the other Loan Documents; (iv) certificates of a Responsible Officer of Borrower certifying the names and true signatures of the officers of Borrower authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents to which 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 Directors (or other applicable governing body) of such Guarantor approving the Loan Documents to which it is a party, (B) certificates, together with undated, blank stock powers for each the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security AgreementGuarantor, and (C) any all other documentsdocuments evidencing other necessary corporate action and governmental approvals, agreementsif any, 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 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 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) appropriate UCC-1 and UCC-3, as applicable, 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; (viii) insurance certificates naming Administrative Agent as additional insured, or loss payee, as applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to Administrative Agent; (ix) the initial Independent Engineer’s Report dated effective as of a date acceptable to Administrative Agent; (x) certificates of good standing for Borrower and the Guarantors in each state in which each such Person is organized or qualified to do business, which certificate shall be acceptable to Administrative Agent; (xi) a certificate dated as of the Closing Date date of this Agreement from the Responsible Officer of 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 as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality time, which representations and warranties shall be true and correct in the text thereofall material respects as of such earlier date or time), ; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 have been met or waivedmet; (viixii) a secretary’s certificate list of current purchasers of Hydrocarbons produced from the Oil and Gas Properties and contact information and addresses for 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 partypurchaser; (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 (xxiii) such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party Administrative Agent may reasonably request; and (xiv) consent, in form and substance satisfactory to Administrative Agent, from Blackstone Minerals Company L.P. (or its appropriate Affiliate) to the Mortgage (for Oil & Gas Properties located in the State of Texas), enforcement of same and all rights and remedies granted thereunder.

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, and the Lenderswhere applicable, in sufficient copies for each Lender: (i) (x) this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting that requests a NoteNote in the amount of its Maximum Credit Amount, the Guaranties, the Pledge Agreements, the Security Agreements, and new Mortgages or reaffirmation of existing Mortgages which collectively encumber (A) at least 90% of all of the Borrower's and its Restricted Subsidiaries' Proven Reserves and Oil and Gas Properties, and (B) all of the Borrower's and its Restricted Subsidiaries' Oil and Gas Properties located in Kingfisher County, Oklahoma, and each of the other Loan Documents, and all attached exhibits and schedules, and (y) exiting agreements executed by the Exiting Lenders acknowledging and agreeing to such Exiting Lenders no longer being party to the Existing Credit Agreement; (ii) a favorable opinion of the Guaranty executed by Borrower's and the Borrower Restricted Subsidiaries' counsel dated as of the date of this Agreement and all Subsidiaries existing substantially in the form of the attached Exhibit K, covering the matters discussed in such Exhibit and such other matters as the Administrative Agent, on behalf of the Closing DateLenders, may reasonably request; (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 the resolutions of the board of directors of the General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a party and intellectual property security agreementsauthorizing the entering into of Hedge Contracts, (B) the Partnership Agreement, (C) the certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental 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 Note, 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 and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue signatures of the officers authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the 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 Restricted Subsidiary of (A) the resolutions of the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as loss payee applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) 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 other Loan Documents and its Subsidiaries’ Properties with Hedge Contracts to which such insurance carriers, for such amounts and covering such risks as required by Section 5.3Restricted Subsidiary is a party; (vi) a certificate from an of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized officer to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the Closing Date date of this Agreement from the 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) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall 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) as of such earlier date or time), ; (B) no 57 Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 have been met or waived; clauses (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencya), (B) authorizing resolutionsb), (Cc), (h) organizational documents– (n), and (Dp) 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 Datethis Section 3.01 have been met; (ix) legal opinions appropriate UCC‑1 and UCC-3 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; (x) to the extent not already in the possession of the Administrative Agent, certificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (Axi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPinsurance certificates naming the Administrative Agent loss payee or additional insured, as special counsel applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Credit Parties, Administrative Agent; (Bxii) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel the initial Engineering Report dated effective a date acceptable to the Credit PartiesAdministrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, (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 satisfactory to the Administrative Agent, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, taken as a whole, immediately before and after giving effect to the Transactions; and (xxiv) 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 There shall have received been delivered to the Purchaser 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 A certificate, dated the Closing Date, of the Seller and the Notes payable to each Lender requesting a NoteSeller confirming the matters set forth in Sections 5.3(a), (b) and (c); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Seller certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of the Seller and all amendments, if any, thereto as of the date thereof; (B) are the names of the directors and officers of the Seller; (C) is a true copy of all corporate actions taken by the board of directors of the Seller (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition and the Other Contemplated Transactions; and (D) are the names and signatures of the duly elected or appointed officers of the Seller who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Seller is a party and any certificate, document or other instrument in connection herewith; (iii) True, correct and complete copies of all the Security Agreement executed by the Borrower Required Consents 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 CollateralPermits; (iv) appropriate UCC The resignation of all officers and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties directors of the Borrower Seller and its Subsidiaries, as may have been requested by the Purchaser; (v) Good standing certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, Seller and Subsidiaries from the Secretary of State (or additional insured with respect to liability insurance, and covering comparable authority) of each jurisdiction in which the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Seller or a Subsidiary is organized; (vi) a certificate from an authorized officer A signed opinion of the Borrower Seller's counsel, dated as of the Closing Date stating that as of such date (A) all representations Date, addressed to the Purchaser in form and warranties of substance satisfactory to the Borrower set forth in this Agreement are true Purchaser 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 waivedits assignees; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencycertificates evidencing all of the Purchased Shares, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers assigning them to the Credit Documents to which such Person is a partyPurchaser; (viii) certificates evidence of good standing for each Credit Party Gulfsat's firm commitment to put into service 18 additional E-1s in 1999 and use its best efforts or attempt to obtain post-closing additional E-1s in 2000 and 2001 on the schedule assumed in the state in which each such Person is organizedpro forma financial statements delivered by Seller to Purchaser on July 23, which certificates shall be 1999, as subsequently amended (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Date"Proforma Financials"); (ix) legal opinions written confirmation from Gulfsat that the prices payable to Gulfsat fluctuate as the "market prices" for carrying traffic to the countries involved fluctuate and that such market prices are determined by the prices the Subsidiaries are able to set for carrying such traffic; (x) true correct and complete copies of the pleadings in connection with the arbitration with AT&T referred to in Section 1.2 above; (Axi) executed copy of a Consulting Agreement and Non-Compete Agreement between ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 PICK Net US in form and substance reasonably acceptable satisfactory to Purchaser and its assignees; (xii) confirmation from each vendor and creditor of Seller of the amount owing by Seller in connection with the elimination of debt referred to in Section 1.2 above; (xiii) agreements by each vendor and creditor of Seller to stretch out the terms of payment of the amounts owing by Seller which, in the aggregate, conform to the Administrative Agent; and (x) payment schedule for such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestindebtedness assumed in the Proforma Financials.

Documentation. The Administrative Prior to the Initial Loan, Agent 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 and the Lendersits counsel and each Lender: (iA) this Agreement and all attached Exhibits and Schedules Certified copies of each Borrower's casualty insurance policies, together with loss payable endorsements on Agent's standard form of Loss Payee Endorsement naming Agent, for its benefit and the Notes payable ratable benefit of Lenders, as loss payee, and certificates of insurance in respect to each Lender requesting Borrower's liability insurance policies together with endorsements naming Agent, for its benefit and the ratable benefit of Lenders, as a Noteco-insured; (iiB) Appropriate UCC-1 Financing Statements to be filed against the Guaranty Borrower in all applicable jurisdictions, in each case, executed by the appropriate Borrower, in a form acceptable to Agent that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.3(B) hereof; (C) A copy of the Certificate of Incorporation of each Borrower and all Subsidiaries existing on amendments thereto, certified by the Closing DateSecretary of State or other appropriate official of its jurisdiction of incorporation; (iiiD) the Security Agreement executed Good standing certificates for each Borrower issued by the Borrower Secretary of State or other appropriate official of each Borrower's, jurisdiction of incorporation and each Subsidiary existing jurisdiction where the conduct of such Borrower's business activities or the ownership of their respective Properties necessitates qualification and in which the failure to qualify would have a material adverse effect on such Borrower or their respective business or operations; (E) A Certificate of the Closing DateSecretary of each Borrower, together with (A) appropriate UCC-1 financing statements true and intellectual property security agreementscorrect copies of the Certificate of Incorporation and Bylaws of each Borrower, if anyand all amendments thereto, necessary for filing with true and correct copies of the appropriate authoritiesresolutions of the Board of Directors of each Borrower authorizing or ratifying the execution, (B) certificatesdelivery and performance of this Agreement, the Notes, the Security Documents and the Other Agreements and the names of the officer or officers of each Borrower authorized to sign this Agreement, the Notes, the Security Documents and the Other Agreements together with undated, blank stock powers for a sample of the true signature of each such certificateofficer; (F) The Security Documents duly executed, representing all of the issued accepted and outstanding Equity Interests acknowledged by or on 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 The Other Agreements duly executed 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 Subsidiariesdelivered by each Borrower; (vH) certificates The favorable, written opinion 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 Borrowers as to the transactions contemplated by this Agreement and any of the other Loan Documents, to be substantially in the form of Exhibit D attached hereto; (I) Written instructions from each Borrower directing the application of proceeds of the initial Revolving Credit PartiesLoan made pursuant to this Agreement, and an initial Borrowing Base 50 Certificate from Borrowers reflecting that Borrowers have Eligible Inventory in amounts sufficient in value and amount to support the Revolving Credit Loans in the amount requested by Borrowers on the date of such certificate; (DJ) DrayAn appraisal, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to Bank in its sole discretion, reflecting the Administrative Agent; andvalue of the Inventory of Borrower as of the Closing Date; (xK) such Results of UCC searches in all jurisdictions where the Borrowers have assets; (L) Pay-off letters, in form and substance satisfactory to the Agent, from Borrowers' existing senior lenders; (M) An executed copy of the Accountant's Letter; (N) Such certificates and documents reflecting the Solvency of Borrowers, after giving effect to the transactions contemplated by this Agreement, as Agent and Lenders shall find acceptable, including, without limitation, pro-forma balance sheets, forecasted financial statements consisting of balance sheets, income statements and cash flow statements for Borrowers covering at least the three-year period commencing on the Closing Date, prepared by Borrowers and a fair valuation balance sheet for Borrowers showing that Borrowers are Solvent; and (O) Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may Agent shall reasonably requestrequest in connection with the foregoing matters.

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 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 Subordination and 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, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a partymet; (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 stock certificates required in connection with the Pledge Agreements and stock powers executed in blank for each such stock certificate; (Ax) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPinsurance certificates naming the Administrative Agent loss payee or additional insured, as special counsel applicable, and evidencing insurance which meets the requirements of this Agreement and the Security Instruments, and which is otherwise satisfactory to the Credit Parties, Administrative Agent; (Bxi) Miller, Canfield, Paddock and Stone, P.L.C., the initial Independent Engineering Reports dated effective 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 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. 232 The Administrative place of closing: Zhoushan, China in the office of Escrow Agent shall have received the following, duly executed or by all the parties theretovirtual meeting, in form and substance reasonably satisfactory to the (a) In exchange for payment of the Administrative Agent and Purchase Price the LendersSellers shall provide the Buyers with the 234 following delivery documents: (i) this Agreement Original legal ▇▇▇▇(s) of Sale in 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; (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; (A) the copy of the articles of association and certificate of incorporation of the Sellers, in each case signed by one director of the Sellers; (B) the original written resolutions of the board of directors(or share holders) of the Sellers resolving the sale and transfer of the Vessel, notarized by the Borrower and all Subsidiaries existing on the Closing Date; local legal notary office in Hong Kong; 241 (iii) the Security Agreement executed original Power of Attorney of the 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 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 Issued latest within fourteen (14) ten (10) Banking Days 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 been met or waived; delivered. 258 259 (vii) 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 documentsA 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) The Sellers’ letter of confirmation that to the best of their knowledge, governmental certificates, agreementsthe Vessel is not 271 black listed by any nation or international organization, and lien searches the Vessel has not touched the bottom or grounded since last dry docking. 272 (xii) Good Standing Certificate issued by the flag state within three (3) ten(10) Banking Days prior to delivery. 273 (xiii) Certificate of Incumbency issued by the flag state or Company Particulars Report download from Hong Kong registry within three (3) ten(10) Banking Days prior to delivery.( 274 (xiv) Buyers notify the Sellers of any such documents as any Lender Party soon as possible after the date of 275 this Agreement; and Any additional documents as may reasonably requestbe required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel,, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement but latest 10 banking days before the expected day of delivery 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 277 (i) Evidence Original of the buyers’ BOD resolution confirming 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 notarially attested and legalised 281 or apositilled (as appropriate). (iii) Articles of Incorporation of the Buyers certified as true copy by the Companies Director or Secretary; (iv) Certificate of Incumbency or similar issued by the relevant authority with which the Buyers are incorporated, stating the names of the Directors ad dated not more than ten (10) banking days before the expected time of delivery of the Vessel.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower, the Guarantors and the Banks, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, the Notes, the Guaranty and the Lenders:Environmental Indemnity, in sufficient copies for each Bank (except for each Note, as to which one original of each shall be sufficient): (i) this Agreement a Note or Notes (as applicable) duly executed by the Borrower and all attached Exhibits and Schedules payable to the order of each Bank that has requested the same, the Guaranty, and the Notes payable to each Lender requesting a NoteEnvironmental Indemnity; (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 the Chief Executive Officer, President or Chief Financial Officer of the Parent on behalf of the Borrower dated as of the Closing Date stating that as of such date the Closing Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Credit Documents are true and correct in all material respects (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties representation or warranty that already are is qualified or modified by materiality shall be true and correct in the text thereofall 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, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, defenses, counterclaims or offsets by the Borrower, the Parent and any of their Subsidiaries against the Banks under the Credit Documents; (iii) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower, each Guarantor, each Subsidiary of the Parent and each general partner or managing member (if any) of each of the foregoing, with respect dated as of the Closing Date certifying as of the Closing Date to the extent applicable (A) the names and true signatures of officers or authorized representatives of the general partner of such Person authorized to sign the Credit Documents to which such Person is a party; (viii) certificates party as general partner 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 PartiesPerson, (B) Millerresolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, Canfieldif any, Paddock and Stone, P.L.C., as Michigan counsel with respect to the transactions under the Credit PartiesDocuments and each Credit Document to which it is or is to be a party, (C) Halla true and correct copy of the organizational documents of the general partner of such Person, Estill(D) a true and correct copy of the bylaws, Hardwickoperating agreement, Gablepartnership agreement or other governing document of such Person, Golden & and (E) a true and correct copy of all partnership or other organizational authorizations necessary or desirable in connection with the transactions herein contemplated; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent dated as of the Closing Date certifying as of the Closing Date (A) resolutions of the Board of Directors or the members of the general partner of such Person approving the transactions herein contemplated and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Credit Documents and each Credit Document to which it is or is to be a party, (B) the copies of the charter and bylaws of the Parent and any modification or amendment to the articles or certificate of incorporation or bylaws of the Parent made since such date, and (C) that the Parent owns 100% of the general partner Equity Interests and at least 70% of the limited partner Equity Interests in the Borrower; (v) a copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each of the Parent, the Borrower and each Guarantor, dated reasonably near (but prior to) the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Person, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Person, and each amendment thereto on file in such Secretary’s office, (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Person on file in such Secretary’s office, (2) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation; (vi) a copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any of the Parent, the Borrower and each Guarantor owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed could not reasonably be expected to result in a Material Adverse Change, dated reasonably near (but prior to) the Closing Date, stating with respect to each such Person that such Person is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such state and has filed all annual reports required to be filed to the date of such certificate; (vii) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, P.C.Diamond & Ash LLP, as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit PartiesVidovic LLP and DLA Piper LLP, each special counsel for the Borrower, the Parent, and their Subsidiaries, in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as the Administrative Agent shall reasonably request, in each case dated as of the Closing Date and with such changes as the Administrative Agent may approve; (viii) in the event the initial Advance is a LIBOR Advance made on the Closing Date, a breakage indemnity letter agreement executed by the Borrower and dated as of the date of the related Notice of Borrowing in form and substance satisfactory to the Administrative Agent; (ix) any information or materials reasonably required by the Administrative Agent or any Bank in order to assist the Administrative Agent or such Bank in maintaining compliance with (i) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and (ii) any applicable “know your customer” or similar rules and regulations; (x) a Compliance Certificate duly executed by a Responsible Officer of the Parent, dated the Closing Date or, if later, the date of the initial Advance, in each case confirming that the Parent is in compliance with the covenants contained in Article VII on such date (including after giving effect to the initial Advance, if any, made on such date); (xi) (i) evidence as to whether each Hotel Property encumbered by a New York Mortgage is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent and held by the Administrative Agent on behalf of the Banks, and (ii) if such property is a Flood Hazard Property, (A) evidence as to whether the community in which such property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Banks (collectively, the “Flood Insurance Requirements”); (xii) evidence satisfactory to the Administrative Agent that the 2021 Term Loan Agreement has been made, or shall simultaneously with this Agreement be made, effective; and (xxiii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

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 the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and (except for the Notes and the LendersAcquisition Documents) in sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to the order of each Lender requesting a Noteof the Banks, respectively; (ii) the Guaranty (executed by the Initial Guarantors), the Borrower Security Agreement, and the Guarantors Security Agreement (executed by the Initial Guarantors), the Custodial Agreements described in the Security Agreements and applicable to the Borrower and each Initial Guarantor, and all Subsidiaries existing on UCC-1 financing statements contemplated by the Closing DateSecurity Agreements with respect to the Borrower and each Initial Guarantor; (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 the Chief Executive Officer, Presidentor Chief Financial Officer of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower set forth in this Agreement and the Borrower Security 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 (other than clause (a)(ix)) have been met or waivedmet; (viiiv) a secretary’s certificate from of the Secretary or an Assistant Secretary of the Borrower and each Credit Party Initial Guarantor dated as of the date of this Agreement certifying as of the date of this Agreement (x) the names and true signatures of officers of the Borrower and such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect Initial Guarantor authorized to sign the Credit Documents to which such Person is a party, (y) resolutions of the Board of Directors of such Person with respect to the transactions herein contemplated, and (z) copies of the articles or certificate of incorporation and bylaws of such Person; (viiiv) certificates a favorable opinion of good standing for each Credit Party in the state in which each such Person is organizedRichard F. Cooper, 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) Gener▇▇ ▇▇▇▇▇▇▇ ▇▇ the Borrower and Initial Guarantors, dated as of August 11, 1995 and in substantially the form of Exhibit I-1 and a reliance letter, of Skadden, Arps, Slate, Meagher & Flom, acti▇▇ ▇▇ specia▇ ▇▇▇▇▇▇ LLP, as special counsel unsel to the Credit PartiesBorrower in connection with the Tender Offer and the Acquisition and Merger, (B) Millerallowing the Agent and the Banks to rely on its opinion letter dated July 14, Canfield, Paddock and Stone, P.L.C., as Michigan counsel 1995 to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden Morgan Stanley & Co. ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇o▇▇▇▇▇ P.C., as Wyoming counsel ▇ith respect to the Credit Partiesrelated Schedule 14D-1 filed with the Securities and Exchange Commission; (vi) a favorable opinion of Bracewell & Patterson, ▇.▇.▇., co▇▇▇▇▇ ▇▇ the Agent, dated as of August 11, 1995 and in substantially in the form of the attached Exhibit J; (vii) all shares of capital stock of Treadco and each in form and substance reasonably acceptable of the Subsidiaries of the Borrower identified on Schedule 4.01(a) have been delivered to the Administrative AgentAgent together with stock powers executed in blank by the holder of such shares; (viii) a copy of each of the Acquisition Documents certified by the Secretary or Assistant Secretary of the Acquisition Company (A) as being true and correct copies of such documents as of the Effective Date, (B) as having been duly authorized by the Board of Directors of the Acquisition Company and WWC, respectively, and (C) as have been duly executed and delivered by the Acquisition Company and WWC, respectively; and (xix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Agent 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 Agreement and all attached Exhibits and Schedules and This Amendment duly executed by the Notes payable to each Lender requesting a NoteBorrowers; (iib) Copies of all filing receipts or acknowledgments issued by any governmental authority (including, without limitation, the Guaranty executed by FAA) to evidence any filing or recordation necessary to perfect the Liens of the Lender in the Joining Borrower Collateral and all Subsidiaries existing on evidence in a form reasonably acceptable to the Closing DateLender that such Liens constitute valid and perfected first priority security interests and Liens, subject only to those Permitted Liens which are expressly stated to have priority over the Liens of the Lender; (iiic) Copies of the Security Agreement executed Articles of Incorporation of each Joining Borrower, and all amendments thereto, certified 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 secretary of the issued and outstanding Equity Interests state 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 Collateralits incorporation; (ivd) appropriate UCC and intellectual property search reports Good standing certificates for each Joining Borrower issued by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties secretary of the Borrower and state of its Subsidiariesincorporation; (ve) 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 A closing certificate signed by Section 5.3; (vi) a certificate from an authorized officer of the each Borrower dated as of the Closing Date stating that as of such date (Ai) all the representations and warranties of the each Borrower set forth in this Amendment and the Loan Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations on and warranties that already are qualified or modified by materiality in as of the text thereof)date of this Amendment, (Bii) no Default has occurred each Borrower is on such date in compliance in all material respects with all the terms and is continuing; and (C) all conditions precedent provisions set forth in this Section 3.1 have been met the Loan Agreement, as amended hereby, and the other Loan Documents, and (iii) on such date no Default or waivedEvent of Default exists; (viif) Certificate of the Secretary or an Assistant Secretary of each Borrower certifying (i) that attached thereto is a secretary’s certificate from each Credit Party certifying true and complete copy of the Bylaws of such Person’s (A) officers’ incumbencyBorrower, as in effect on the date of such certification, (Bii) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such Borrower authorizing resolutionsthe execution, (C) organizational documentsdelivery and performance of this Amendment, the joinder by the Joining Borrowers in the Loan Agreement and the other Loan Documents, the guaranty by each Borrower of the Obligations of the other Borrowers, and the consummation of the transactions contemplated hereby and thereby, and (Diii) governmental approvals, if any, with respect as to the Credit Documents to which such Person is a partyincumbency and genuineness of the signature of each officer of each Borrower executing this Amendment or any of the Loan Documents; (viiig) certificates of good standing for each Credit Party A Spare Parts Supplement (or, in the state case of the Existing Borrower, an amendment thereto), duly executed by each Borrower (other than the Parent) for the locations at which any Spare Parts are located as set forth in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior Schedule 7.1.1 to Closing Date or (B) otherwise effective on the Closing DateLoan Agreement; (ixh) legal Favorable written opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as from special FAA counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., Lender as Michigan counsel to the Credit Parties, recordation of the Spare Parts Supplements executed by each Borrower (Cother than the Parent) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel pursuant to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each this Amendment in form and substance reasonably acceptable satisfactory to the Administrative AgentLender and its counsel; (i) Certified copies of casualty insurance policies of each Borrower, together with loss payable endorsements on the Lender's standard form of Loss Payee Endorsement naming the Lender as loss payee as its interests may appear; and (xj) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any the Lender Party may shall reasonably requestrequest in connection with the foregoing matters.

Documentation. The Administrative Agent shall have received counterparts of this Agreement executed by the followingBorrower and the Lenders, and the following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Agent, and, with respect to this Agreement, all Guaranties and the LendersEnvironmental Indemnities, in sufficient copies for each Lender: (i) this Agreement and all attached Exhibits and Schedules the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities; (ii) the Guaranty Security Documents (or amendments thereto) to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Date; (iii) other Guarantors granting to the Security Agreement executed by Administrative Agent for the Borrower and each Subsidiary existing on benefit of the Closing DateLenders an Acceptable Lien in the Collateral, together with (A) appropriate stock certificates, stock powers executed in blank, 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 or desirable to create, perfect or maintain create an Acceptable Security Interest Lien 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; (viiii) a certificate from an authorized officer a Responsible Officer of the Parent on behalf of the Borrower dated as of the Closing Effective Date stating that as of such date the Effective Date (A) all representations and warranties of the Borrower 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 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, waived in writing; and (D) governmental approvalsto the best of the Borrower’s knowledge there are no claims, if anydefenses, with respect counterclaims or offsets against the Lenders under the Credit Documents; (iv) a certificate of the Secretary or an Assistant Secretary of the Parent on behalf of the Borrower and each corporation and limited liability company that is either a Guarantor or a general partner or manager of a Guarantor dated as of the date of this Agreement certifying as of the Effective Date (A) the names and true signatures of officers or authorized representatives of the Parent and such other Persons authorized to sign the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party 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 Partiescapacity therein indicated, (B) Miller, Canfield, Paddock resolutions of the Board of Directors or the members of the Parent and Stone, P.L.C., as Michigan counsel such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Halleither (x) the copies of the organizational documents of the Parent, Estillthe Borrower and such other Persons delivered to the Lenders are still true and correct and have not been amended or modified since such date or (y) copies of any modification or amendment to the organizational documents of the Parent, Hardwickthe Borrower or any such other Persons made since such date, Gableand (D) a true and correct copy of all partnership, Golden & corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated; (v) (A) one or more favorable written opinions of D▇▇▇▇▇▇, P.C.Diamond & Ash, as Oklahoma special counsel to for the Credit PartiesBorrower, the Parent, and (D) Draytheir Subsidiaries, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in a form and substance reasonably acceptable to the Administrative Agent, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve, and (B) such other legal opinions as either of the Administrative Agent shall reasonably request, in each case dated as of the Effective Date and with such changes as the Administrative Agent may approve; (vi) a Compliance Certificate dated as of the Effective Date reflecting for the Financial Covenants for the Rolling Period ended September 30, 2006 (on a pro forma basis adjusting for the refinancing and remortgaging to the Lenders of the Concord Property), duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and (xvii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent There shall have received been delivered to the Purchaser 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 A certificate, dated the Closing Date, of the Seller and the Notes payable to each Lender requesting a NoteSeller confirming the matters set forth in Sections 5.3(a) and (b); (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on A certificate, dated the Closing Date, of the Seller certifying that attached to such certificate (A) is a true and correct copy of the Certificate of Incorporation and by-laws (or comparable instruments) of the Seller and all amendments, if any, thereto as of the date thereof; (B) are the names of the directors and officers of the Seller; (C) is a true copy of all corporate actions taken by the board of directors of the Seller (which actions shall have been taken prior to the date of entering into this Agreement) to authorize the Acquisition; and (D) are the names and signatures of the duly elected or appointed officers of the Seller who are authorized to execute and deliver this Agreement, the other Transaction Documents to which the Seller is a party and any certificate, document or other instrument in connection herewith; (iii) True, correct and complete copies of all the Security Agreement executed by the Borrower Required Consents 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 CollateralPermits; (iv) appropriate UCC The resignation of all officers and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties directors of the Borrower and its SubsidiariesSeller as may have been requested by the Purchaser; (v) Good standing certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, Seller from the Secretary of State (or additional insured with respect to liability insurance, and covering comparable authority) of each jurisdiction in which the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Seller is organized; (vi) a certificate from an authorized officer A signed opinion of the Borrower Seller's counsel, dated as of the Closing Date stating that as of such date (A) all representations and warranties of Date, addressed to 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 Purchaser, substantially in the text thereof), (B) no Default has occurred form and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedto the effect of Exhibit A attached hereto; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencytrue, (B) authorizing resolutions, (C) organizational documents, correct and (D) governmental approvals, if any, with respect to complete copies of monthly financial statements of the Credit Documents to which such Person is a partySeller; (viii) certificates executed copy of good standing for each Credit Party a Employment Agreement between the Principal Stockholder and the Purchaser, 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 (form attached hereto as Exhibit B) otherwise effective on the Closing Date; (ix) legal opinions executed copy of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPa Non-Competition Agreement between the Purchaser, Seller and the Principal Stockholder, in the form attached hereto as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (Exhibit 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, and the Lenderswhere applicable, in sufficient copies for each Lender: (i) this Agreement, a Note payable to the order of each Lender in the amount of its Commitment, the Guaranties, the Pledge Agreements, the Security Agreements, the Subordination and Intercreditor Agreement (as defined in this Agreement prior to the Amendment No. 11 Effective Date), and new Mortgages or reaffirmation of existing Mortgages which collectively (A) encumber at least 85% of all of the Borrower's and its Restricted Subsidiaries' (including the Merger Company's) Proven Reserves and Oil and Gas Properties (other than the Proven Reserves of Orion), and (B) encumber such percentage of Orion's Proven Reserves and Oil and Gas Properties attributable to the Borrower's equity ownership therein, 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) a favorable opinion of the Guaranty executed by Borrower's and the Borrower Restricted Subsidiaries' counsel dated as of the date of this Agreement and all Subsidiaries existing substantially in the form of the attached Exhibit K, covering the matters discussed in such Exhibit and such other matters as the Administrative Agent, on behalf of the Closing DateLenders, may reasonably request; (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 the resolutions of the board of directors of the General Partner, as general partner of the Borrower, approving the Loan Documents to which the Borrower is a party and intellectual property security agreementsauthorizing the entering 52 into of Hedge Contracts, (B) the Partnership Agreement, (C) the certificate of limited partnership of the Borrower duly certified by the Secretary of State of the State of Texas, and (D) the limited liability company agreement of the General Partner, (E) the certificate of formation of the General Partner duly certified by the Secretary of State of the State of Texas, (F) all other documents evidencing other necessary corporate action and governmental 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 Note, 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 and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties certificates of a Responsible Officer of the Borrower certifying the names and its Subsidiariestrue signatures of the officers authorized to sign this Agreement, the Notes, Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan Documents and Hedge Contracts to which the 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 Restricted Subsidiary (including the Merger Company, after giving effect to the Merger) of (A) the resolutions of the board of directors or managers (or other applicable governing body) of such Restricted Subsidiary approving the Loan Documents to which it is a party and authorizing the entering into of Hedge Contracts, (B) the articles or certificate (as loss payee applicable) of incorporation (or organization) of such Restricted Subsidiary certified by the Secretary of State for the state of organization, (C) the bylaws or other governing documents of such Restricted Subsidiary, and (D) 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 other Loan Documents and its Subsidiaries’ Properties with Hedge Contracts to which such insurance carriers, for such amounts and covering such risks as required by Section 5.3Restricted Subsidiary is a party; (vi) a certificate from an of a Responsible Officer of each Restricted Subsidiary certifying the names and true signatures of officers of such Restricted Subsidiary authorized officer to sign the Guaranty, Security Instruments and the other Loan Documents and Hedge Contracts to which such Restricted Subsidiary is a party; (vii) certificates of good standing for the Borrower Borrower, the General Partner, and each Restricted Subsidiary in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not sooner than 14 days prior to the date of this Agreement or (B) otherwise effective on the Effective Date; (viii) a certificate dated as of the Closing Date date of this Agreement from the 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 as of such date (except that such materiality qualifier shall not be applicable to any in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality time, which representations and warranties shall be true and correct in the text thereofall material respects as of such earlier date or time), ; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 have been met or waived; clauses (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbencya), (B) authorizing resolutionsb), (C) organizational documentsc), and (Dh) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; – (viiin) 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 Datethis Section 3.01 have been met; (ix) legal opinions of appropriate UCC‑1 and UCC-3 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; (Ax) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPcertificates evidencing the Equity Interests required in connection with the Pledge Agreements and powers executed in blank for each such certificate; (xi) insurance certificates naming the Administrative Agent loss payee or additional insured, as special counsel applicable, and evidencing insurance that meet the requirements of this Agreement and the Security Instruments, and that are otherwise satisfactory to the Credit Parties, Administrative Agent; (Bxii) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel the initial Engineering Report dated effective a date acceptable to the Credit PartiesAdministrative Agent; (xiii) a certificate of the chief financial officer of the Borrower, (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 satisfactory to the Administrative Agent, attesting to the Solvency (i) of the Borrower and its Restricted Subsidiaries (other than the Merger Company), taken as a whole, immediately before giving effect to the Transactions, and (ii) of the Borrower and its Restricted Subsidiaries (including the Merger Company), taken as a whole, immediately after giving effect to the Transactions; and (xxiv) such other documents, governmental certificates, agreements, agreements and lien searches as the Administrative Agent or any Lender Party may reasonably request.