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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Documentation. The Administrative Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Requisite Lenders and each Tranche B Lender, and, where applicable, in sufficient copies for the Administrative Agent and the Lenderseach Lender: (i) this Agreement i. the Eighth Amendment, any Note if requested by a Tranche B Lender payable to such Lender in the amount of its Tranche B Commitment and all attached Exhibits exhibits and Schedules schedules hereto and the Notes payable to each Lender requesting a Notethereto; (ii) . certificates of a Responsible Officer of each Credit Party as of the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security date of this Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements attesting to the resolutions of the Board of Directors of such Credit Party approving the execution, delivery and intellectual property security agreementsperformance of the Loan Documents to which such Credit Party is a party, (B) certifying and attaching the Organizational Documents of such Credit Party, (C) certifying to and attaching 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 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 insurancethis Agreement, or additional insured with respect to liability insurancethe Eighth Amendment, any Notes, and covering the Borrower’s other Loan Documents and its Subsidiaries’ Properties with (D) certifying the names and true signatures of the officers of such insurance carriersCredit Party authorized to sign this Agreement, for any Notes and the other Loan Documents to which such amounts and covering such risks as required by Section 5.3Credit Party is a party; (vi) iii. Intentionally Omitted; iv. certificates of good standing for each Credit Party in each state in which each Credit Party is organized, which certificate shall be dated as of a date not less than 15 days prior to the Eighth Amendment Effective Date and acceptable to the Requisite Tranche B Lenders and the Requisite Lenders; v. a certificate from an authorized officer of the Borrower 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 each Credit Party set forth in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true in all respects) as of such materiality qualifier shall not be applicable to any date (except in the case of representations and warranties that already are qualified made solely as of an earlier date or modified by materiality in the text thereoftime, which representations and warranties shall be true and correct as of such earlier date or time), ; and (B) no Default has occurred and is continuingcontinuing as of such date; and (C) all the conditions precedent set forth in this Section 3.1 Appendix 3 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, satisfied; 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) vi. such other documents, governmental certificates, agreements, agreements and lien searches as any Lender Party the Administrative Agent or the Requisite Tranche B Lenders 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 amendments to each of the Mortgages, duly executed and intellectual property search reports for delivered by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each Subsidiary holding an interest in the properties of the Borrower and its Subsidiariesunderlying real property; (v) the Registration Rights Agreement executed by the Borrower; (vi) the Exchange Agreement executed by the Borrower, the other Credit Parties and the Investors party thereto; (vii) the Intercreditor Agreement executed by the Note Collateral Agent, the Borrower and the other Credit Parties; (viii) evidence that the Administrative Agent has an Acceptable Security Interest in the Collateral; (ix) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insuranceinsured, as applicable, and covering the Borrower’s and or its Subsidiaries’ Subsidiaries Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (vix) a certificate from an authorized officer of the Borrower dated as of the Closing Restatement Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viixi) a secretary’s certificate from Borrower and each Credit Party Guarantor certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect to the Credit Documents to which such Person is a party; (viiixii) certificates of good standing for the Borrower and each Credit Party Guarantor in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing Restatement Effective Date; (ixxiii) a legal opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties▇ ▇▇▇▇▇ LLP, and (DC) Dray, Dyekman, ▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.▇▇, each as Wyoming outside counsel to the Credit PartiesBorrower and the Guarantors, each in form and substance reasonably acceptable to the Administrative Agent; (xiv) evidence that all obligations outstanding under the Bilateral Agreement have been satisfied in full and all Liens in favor of Whitebox Advisors LLC, as Administrative Agent on behalf of the lenders party to the Bilateral Agreement, related to the Bilateral Collateral have been released, terminated and otherwise satisfied; and (xxv) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

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

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

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

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

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

Documentation. The Administrative Agent 8.1 Lessee shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Option Price pursuant to Clause 3: (a) a certificate from Lessee warranting that the Vessel is free from all encumbrances and maritime liens and other debts and claims whatsoever; (b) certification issued by the competent authorities of Lessee’s Flag State dated on the Completion Date stating that the Vessel is registered in the name of Applicable Owner and is free from registered encumbrances; (c) a current certificate of ownership issued by the competent authorities of Lessee’s Flag State; (d) a certificate of attorney-in-fact of the Lessee, which certifies (i) copies of the incorporation documents of the Lessee and the resolutions of an officer of the Lessee having necessary authority approving the execution, delivery and performance of this Agreement and (ii) the names, signatures and authorisation of the persons executing and delivering the delivery documents for Lessee; (e) if applicable, certificates of deletion of the Vessel or other official evidence of deletion appropriate to Lessee’s Flag State at the time of delivery, or, in the event that Lessee’s Flag State does not, as a matter of practice, issue such documentation immediately, a written undertaking by Lessee to effect deletion from the ships registry in Lessee’s Flag State forthwith and to furnish a certificate or other official evidence of deletion to Buyer promptly and at the latest within four (4) weeks after delivery of the Vessel pursuant to Clause 6; (f) classification certificate(s) as well as all plans and related documentation that are on board the Vessel; (g) other certificates and other technical documentation that are on board the Vessel, unless Lessee or Applicable Owner is required to retain the same, in which case Buyer shall have received the following, duly executed by all right to take copies; (h) equipment lists and spare parts lists for the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:Vessel; (i) copies of the Vessel’s log books; (j) any additional documents as may be reasonably required by Buyer or the competent authorities for the purpose of transferring title to the Vessel as contemplated by this Agreement or registering the Vessel; and (k) bills of lading for all cargo on board the Vessel. 8.2 Applicable Owner shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Option Price pursuant to Clause 3: (a) legal ▇▇▇▇ of sale of the Vessel executed by Applicable Owner in favour of Buyer duly notarially attested (both as to signature and authorisation) and legalised in Lessee’s Flag State warranting that the Vessel is free from all Owner’s Encumbrances provided that, where a ▇▇▇▇ of sale has to be in a prescribed form for registration purposes so that the title warranty cannot be changed, the Parties agree that the more limited warranty in this Clause 8.2(a) shall prevail; (b) a certificate of attorney-in-fact of the Applicable Owner which certifies (i) copies of the incorporation documents of the Applicable Owner and the resolutions of an officer of the Applicable Owner having necessary authority approving the execution, delivery and performance of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower names, signatures 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 authorisation of the issued persons executing and outstanding Equity Interests of each of delivering 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 of sale 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 Agentother delivery documents for Applicable Owner; and (xc) such any additional documents within Applicable Owner’s power so to deliver as may be reasonably required by Buyer or the competent authorities for the purpose of transferring legal title to the Vessel as contemplated by this Agreement or registering the Vessel. 8.3 At the time of delivery of the Vessel, Buyer, Applicable Owner and Lessee shall sign and deliver to each other documentsProtocols of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Lessee and Applicable Owner to Buyer. 8.4 At any time up to one hundred and twenty (120) days after delivery to Buyer of all of the documentation specified in Clause 8.1, governmental certificates, agreements, and lien searches as Buyer may submit to Lessee any Lender Party questions it may reasonably requesthave regarding the Vessel (an “Additional Request”). If Buyer delivers an Additional Request to Lessee within such period, Lessee shall respond to such requests as promptly as practicable thereafter.

Documentation. The Administrative Agent shall have received (a) BMS has provided or will provide MPP with one copy of all documents, data (including, but not limited to clinical data) or other information Controlled by BMS to the followingextent that such documents, duly executed by all data and information are the parties theretosubject of the Licensed Manufacturing Know-How and are, in form BMS's good faith judgment, reasonably necessary for the manufacture and substance registration (in the manner previously manufactured by or for BMS) of the Licensed Compound or a Licensed Product and are reasonably satisfactory available to BMS without undue searching, provided however that the foregoing will in no event require BMS to provide copies of laboratory notebooks or manufacturing run records required to be maintained by BMS under applicable law. BMS will further provide the Sublicensees with NCE or other regulatory exclusivity waivers, as applicable, to the Administrative Agent and extent required by the Lenders:Regulatory Authorities for national registration in the Territory of the Licensed Products. (ib) Such documentation will not be used by MPP or a Sublicensee for any purpose other than the manufacture and registration of the Licensed Compound and Licensed Products in accordance with this Agreement and all attached Exhibits is Confidential Information of BMS. MPP will assume full responsibility and Schedules and the Notes payable liability to each Lender requesting a Note;BMS for any unauthorized use or disclosure of such Confidential Information. (iic) BMS will be responsible for the Guaranty executed cost of providing one set of copies only. In addition to paper and other tangible copies, BMS will, upon MPP's request and where reasonably available to BMS without undue searching, also provide to MPP electronic copies of such documents, data and other information; provided however that BMS will have no obligation to reformat or otherwise alter or modify any such materials in electronic form, in order to provide them to MPP. BMS will respond to reasonable requests from Sublicensees for clarification on the information provided under this clause 4.1(c), where responses to such requests are, in BMS's good faith judgment reasonably necessary for the manufacture and registration (in the manner previously manufactured by or for BMS) of the Borrower Licensed Compound or a Licensed Product. (d) Any and all Subsidiaries existing on such materials delivered to MPP pursuant to this clause 4 are and will remain the Closing Date; (iii) sole property of BMS. BMS represents and warrants to MPP that the Security Agreement executed by information provided to MPP pursuant to this clause 4 will be true, to the Borrower and each Subsidiary existing on the Closing Datebest of BMS's knowledge, 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 date 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 requestdocumentation.

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 LendersAgent: (i1) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteSchedules; (ii2) any Note requested by a Lender pursuant to Section 2.01(c) payable to such requesting Lender in the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Dateamount of its applicable Commitment; (iii3) a Swingline Note (to the extent requested by the Swingline Lender) pursuant to Section 2.16(a) payable to the Swingline Lender in the amount of the Swingline Commitment; (4) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, Loan Party together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued 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; (iv5) appropriate UCC the Pledge Agreement executed by the Loan Parties and intellectual property search reports CorEnergy together with certificates, powers executed in blank, UCC-1 financing statements, letters of consent from each owner of Equity Interests issued by any Loan Party, if necessary, and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interests; (6) the Guaranty Agreement executed by each Guarantor and the Borrowers for the Borrower and its Subsidiaries reflecting no prior Liens benefit of the Administrative Agent, on behalf of the Secured Parties; (other than Permitted Liens7) the Mortgages (or amendments and/or supplements to existing Mortgages) encumbering the properties Pipeline Systems; (8) a perfection certificate executed by each of the Borrower on behalf of itself and its Subsidiariesthe other Loan Parties; (v9) certificates of insurance naming flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as loss payee structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements; (10) the consents with respect to property insurance, or additional insured with respect to liability insurance, the Material Contracts of the Loan Parties and covering the Borrower’s Restricted Subsidiaries as and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as if required by Section 5.3the terms thereof, evidencing the contract counterparties’ consent to the grant of an Acceptable Security Interest in such contracts to the Administrative Agent; (vi11) a certificate from an authorized officer of the Borrower dated copies, certified as of the Closing Date stating that as by a Responsible Officer of such date each Borrower, of (A) all representations and warranties the resolutions of the Borrower set forth in this Agreement are true and correct in all material respects (except that members or equityholders and, if applicable, the Board of Directors or equivalent of such materiality qualifier shall not Borrower, approving the Transactions to be applicable to any representations and warranties that already are qualified or modified entered into by materiality in the text thereof)such Borrower, (B) no Default has occurred and is continuing; the certificate of formation of such Borrower, and (C) all conditions precedent set forth in this Section 3.1 have been met or waived;the limited liability company agreement of such Borrower; lxxxv (vii12) certificates of a secretary’s certificate from Responsible Officer of each Credit Party Borrower, certifying the names and true signatures of the officers of such Person’s (A) officers’ incumbencyBorrower authorized to sign this Agreement, (B) authorizing resolutionsthe Notes, (C) organizational documentsNotices of Borrowing, Swingline Borrowing Notices, Notices of Conversion or Continuation, and (D) governmental approvals, if any, with respect to the Credit other Loan Documents to which such Person Borrower is a party; (viii13) copies, certified as of the Closing Date by a Responsible Officer of each Guarantor of (A) the resolutions of the respective members or equityholders and, if applicable, the respective Boards of Directors or equivalent of such Guarantor approving the Transactions, (B) the certificate of formation of each Guarantor, and (C) the limited liability company agreement or functional equivalent of such Guarantor; (14) certificates of a Responsible Officer of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign the Loan Documents to which Guarantor is a party; (15) certificates of good standing for the Loan Parties in each Credit Party in the state in which each such Person is (A) organized, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to the Closing Date or and (B) otherwise effective on qualified to do business, which certificate shall be dated a date not earlier than 30 days prior to the Closing Date; (ixa) legal opinions a favorable opinion of Husch ▇▇▇▇▇▇▇▇▇ LLC, the Loan Parties’ Delaware and New York counsel, (Ab) a favorable opinion of ▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇▇▇▇, as special counsel to the Credit Loan Parties’ California counsel, and (Bc) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & a favorable opinion of ▇▇▇▇▇▇▇ LLP, P.C.the Loan Parties’ Maryland counsel, in each case dated as of the Closing Date covering such matters as any Lender through the Administrative Agent may reasonably request; (17) insurance certificates naming the Administrative Agent as lenders’ loss payee or as an additional insured, as Oklahoma counsel to the Credit Partiesapplicable, and evidencing insurance that meets the requirements of this Agreement and the Security Instruments (D) Drayand containing flood insurance coverage), 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; (x18) a certificate dated as of the Closing Date from a Responsible Officer of each Borrower, stating that (A) all representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct 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 as of such earlier date or time); (B) no Default or Event of Default has occurred and is continuing; and (C) the conditions in this Section 3.01 have been satisfied prior to the Closing Date; (19) evidence reasonably satisfactory to the Administrative Agent that all Liens (including any Liens securing obligations under the MoGas Credit Agreement and the CorEnergy Credit Agreement) revealed by the Lien, tax and judgment searches conducted on the Loan Parties in connection with closing are Permitted Liens or have been, or substantially contemporaneously with the initial funding of the Advances on such date will be, released or, if requested by the Administrative Agent, assigned to the Administrative Agent for the benefit of the Secured Parties; (20) a certificate dated as of the Closing Date from a Financial Officer of each Borrower, certifying that, after giving effect to the Transactions, (A) each Loan Party and each Subsidiary, taken as a whole, are Solvent and (B) the Loan Parties and their Subsidiaries do not have (and does not have reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business; and lxxxvi (21) 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 As conditions precedent to the Bank's issuance ------------- of the Letter of Credit, the Bank shall have received each of the following, duly executed by all the parties thereto, following in form and substance reasonably satisfactory to the Administrative Agent and the LendersBank: (ia) Executed copies of this Agreement and all attached Exhibits and Schedules the Collateral Documents (other than the Mortgage, the Environmental Indemnity Agreement and the Notes payable to each Lender requesting a NoteAssignment of Construction Documents), and true and correct copies of executed copies of the Bond Documents and all documentation delivered in connection therewith; (iib) Such financing statements as the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing DateBank may require pursuant to Section 3.05; (iiic) Certified copies of the Security Agreement executed by certificate or articles of formation or incorporation, operating agreement or bylaws and authorizing resolutions of 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 AgreementGuarantors, as applicable, 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 a good standing certificate for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering each of the properties Guarantors issued by the state of formation or incorporation of the Borrower and its Subsidiarieseach of the Guarantors; (vd) 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 A certificate from an authorized officer of the Borrower dated as of the Closing Date date of execution and delivery hereof stating that as of such date (Ai) all the representations and warranties of the Borrower set forth contained in this Agreement Article V are true and correct in all material respects and (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), (Bii) no Event of Default has occurred and is continuing; , and (C) all conditions precedent set forth in this Section 3.1 have been met no event has occurred and is continuing which, with the giving of notice or waivedlapse of time or both, would constitute an Event of Default; (viie) 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 An opinion of counsel to the Credit Documents Borrower and the Guarantors (which opinions may be issued, where indicated, in reasonable reliance upon certifications, opinions and other documentation derived from governmental agencies and others having particular access to which materials and information necessary to reach the conclusions expressed in such Person is a partyopinions) in form and substance acceptable to the Bank and its counsel; (viiif) A certificate or certificates of good standing for each Credit Party in the state in which each officers of the Issuer covering such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior matters as to Closing Date or (B) otherwise effective on the Closing DateIssuer and the Bond Documents as the Bank may reasonably request; (ixg) legal opinions Opinions of (A) ▇▇▇▇▇▇▇ & ▇▇▇, bond counsel, and ▇▇▇▇▇▇ ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special P.C., counsel to the Credit PartiesIssuer, (B) Miller, Canfield, Paddock and Stone, P.L.C., covering such matters as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., Issuer and the Bond Documents as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Bank may reasonably request.; (h) A certificate or certificates of the Guarantors as of the date of execution and delivery hereof (i) stating that the representations and warranties contained in the Guaranty are true and correct and (ii) no Event of Default as defined in the Guaranty has occurred and is continuing, and no event has occurred and is continuing, which with the giving of notice or lapse of time or both, would constitute such an Event of Default; (i) Consolidated financial statements of IS&S, Inc. and its subsidiaries as of March 31, 2000 for the six-month period then ending; (j) Evidence of the insurance required under Section 6.05 and that the Project Facilities are not located in a Special Flood Hazard area as defined by the United States Department of Housing and Urban Development;

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) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and the Lenders in sufficient copies for each Subsidiary existing on Lender; (ii) counterparts of any and all amendments, restatements or modifications of the Closing DateGuaranties and the Environmental Indemnities reasonably required by the Administrative Agent and Lenders to update the same in a manner that reflects the execution, delivery and effectiveness of this Agreement and the applicability of such documents to the obligations, duties and responsibilities of the Borrower contained herein; (iii) counterparts of any and all amendments, restatements or modifications of the Security Documents to the extent applicable executed by the Borrower, the Parent and the other Guarantors to update the same in a manner that reflects the execution, delivery and effectiveness of this Agreement and the applicability of such documents to the obligations, duties and responsibilities of the Borrower contained herein and otherwise assuring that such documents continue to grant to the Administrative Agent for the benefit of the Lenders 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 reasonably 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; (vi) 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; (v) 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 (A) certifying as of the Effective Date 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 attaching and Stone, P.L.C., certifying as Michigan counsel of the Effective Date resolutions of the Board of Directors or the members of the Parent and such other Persons with respect to the Credit Partiestransactions herein contemplated, (C) Hallattaching and certifying as of the Effective Date the copies of the organizational documents of the Parent, Estillthe Borrower and each of the Guarantors, Hardwickand (D) attaching and certifying as of the Effective Date a true and correct copy of all partnership, Gable, Golden & corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated; (vi) (A) one or more favorable written opinions of ▇▇▇▇▇▇▇, 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; (vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Parent, Borrower and each Guarantor is duly organized or formed; (viii) a pro forma Compliance Certificate dated as of the Effective Date, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; and (xix) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by or provision of this Agreement or any of the other Agreements, all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this Agreement Certified copies of Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and all attached Exhibits and Schedules and the Notes payable to each certified copies of Borrower's liability insurance policies, together with endorsements naming Lender requesting as a Noteco- insured; (iiB) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Guaranty executed by Liens of Lender in the Borrower Collateral and all Subsidiaries existing on evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Closing DateLien priority specified in Section 4.2(B) hereof; (iiiC) the Security Agreement executed Landlord or warehouseman agreements with respect to all premises leased by the Borrower and each Subsidiary existing on the Closing Dateor upon which Borrower's goods are stored; provided, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementshowever, if anya satisfactory landlord or warehouseman agreement is not received by Lender with respect to any premises leased by Borrower, necessary then an amount equal to the total rental for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers remaining lease term for each such certificate, representing all premises shall be deducted as a reserve from the amount of the issued Borrowing Base; provided, that Lender may delete as a further reserve from the Borrowing Base such additional amount as Lender deems proper and outstanding Equity Interests of each necessary, based upon Lender's analysis of the terms of the lease or warehouseman agreement or other agreement regarding such premises upon which 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's goods are stored; (ivD) 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 copy of the Borrower and its Subsidiaries; (v) certificates Articles or Certificate of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insuranceIncorporation of Borrower, and covering all amendments thereto, certified by the Borrower’s and Secretary of State or other appropriate official of its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3jurisdiction of incorporation; (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 or ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo Securities”), as applicable, shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lendersreceived: (i) counterparts of this Agreement Amendment executed by the Borrowers, the Guarantors, each Extending Revolving Credit Lender, each Extending USD Revolving Credit Lender, Lenders constituting the required percentage of Lenders to affect the Maturity Extension, Lenders participating in the Increase and all attached Exhibits each Swingline Lender and Schedules and the Notes payable to each Lender requesting a NoteIssuing Lender; (ii) the Guaranty a Note 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 applicable Borrowers in favor 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) Joining ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, requesting the same; (iii) a certificate of a Responsible Officer of each Borrower certifying as special counsel to the incumbency and genuineness of the signature of each officer of such Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation (or similar formation document for any Foreign Borrower) of such Borrower and all amendments thereto, certified as of a recent date by the applicable Governmental Authority (or by such Borrower in the certificate delivered pursuant to Section 5.2(b)(ii) of the Credit PartiesAgreement, in any jurisdiction where a Governmental Authority certification is neither customary nor available), (B) Miller, Canfield, Paddock and Stone, P.L.C., the bylaws (or similar governing documents) of such Borrower as Michigan counsel to in effect on the Credit Partiesdate hereof, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C.resolutions duly adopted by the board of directors or shareholders, as Oklahoma counsel applicable, of such Borrower authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to the Credit Partieswhich it is a party, and (D) Drayeach certificate required to be delivered pursuant to Section 4(a)(iv) of this Amendment; (iv) the certificates as of a recent date of the good standing (or similar certificate for any Foreign Borrower, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel if available in the applicable jurisdiction) of each Borrower under the laws of the jurisdiction of formation of such Borrower; (v) the certificates required pursuant to Sections 2.7 and 2.10(g) of the Existing Credit Parties, each in form and substance reasonably acceptable to the Administrative AgentAgreement; and (xvi) at least three (3) calendar days prior to the Amendment No. 15 Effective Date, all documentation and other information required by the Administrative Agent or any Lender, as applicable, in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulations, in each case, to the extent reasonably requested by the Administrative Agent or such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestin writing at least ten (10) Business Days prior to the Amendment No. 15 Effective Date.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this Agreement Certified copies of each Borrower's casualty insurance policies, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee, and all attached Exhibits and Schedules and the Notes payable to certified copies of each Borrower's liability insurance policies, together with endorsements naming Lender requesting as a Noteco-insured; (iiB) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing under the Guaranty executed by Uniform Commercial Code in applicable jurisdictions necessary to perfect the Borrower Liens of Lender in the Collateral, and all Subsidiaries existing on the Closing DateLiens of Lender in the collateral granted to Lender pursuant to each Subsidiary Security Agreement which Liens are subject to the Uniform Commercial Code, and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof; (iiiC) A copy of the Security Agreement executed by the Certificate of Incorporation of each Borrower and each Subsidiary existing on Guarantor, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation and a true and accurate copy of the By-Laws of each Borrower and each Guarantor in effect as of 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 certified by 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 Collateralcorporation's secretary; (ivD) appropriate UCC and intellectual property search reports Good standing certificates for the each Borrower and its Subsidiaries reflecting no prior Liens (each Guarantor, issued by the Secretary of State or other than Permitted Liens) encumbering the properties appropriate official of the each Borrower's or such Guarantor's jurisdiction of incorporation and each jurisdiction where such Borrower and its Subsidiariesor such Guarantor is qualified as a foreign corporation; (vE) certificates A closing certificate signed by the President and Chief Financial Officer of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, each Borrower 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 each Guarantor dated as of the Closing Date Date, stating that as of such date (Ai) all the representations and warranties of the Borrower set forth in this Agreement Section 8 hereof are true and correct in all material respects (except that on and as of such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)date, (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 Agreement and (iii) on such date no Default or waivedEvent of Default has occurred or is continuing; (viiF) a secretary’s certificate from Landlord waivers or access agreements duly executed, accepted and acknowledged by or on behalf of each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, of the landlords with respect to the Credit Documents to which such Person locations where a material amount of Collateral is a partylocated; (viiiG) certificates of good standing for The Other Agreements duly executed and delivered by 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 Daterequired signatory thereto; (ixH) legal opinions the favorable written opinion of (Ai) ▇'▇▇▇▇▇▇▇▇ Graev & Karabell, counsel to Borrowers, substantially in the form of Exhibit 10.1(I)(i), (ii) ▇▇▇▇ & Sharp and (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 Keen & ▇▇▇▇▇▇▇. (I) Written instructions from Borrowing Agent on behalf of Borrowers directing the application of proceeds of any Loan to be made pursuant to this Agreement on the Closing Date, P.C.and an initial Borrowing Base Certificate from Borrowers reflecting that Borrowers have Eligible Accounts and Inventory in amounts sufficient in value and amount to support Revolving Credit Loans in the amount requested by Borrowers on the date of such certificate; (J) Duly executed agreements from each Borrower establishing the Dominion Account for the collection or servicing of the Accounts; (K) Copies of any and all domestic and foreign governmental consents, authorizations, orders or approvals necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Agreements and such consents and waivers of third parties that have claims against the Collateral, as Oklahoma Lender and its counsel to shall reasonably deem necessary; (L) Copies of the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each resolutions in form and substance reasonably acceptable satisfactory to it, of the Administrative AgentBoard of Directors of each Borrower authorizing the execution, delivery and performance of this Agreement, the Loans, Notes, and the Other Agreements on behalf of each Borrower which is a party thereto; (M) Evidence reasonably satisfactory to Lender that (i) no litigation, investigation or proceeding before or by any arbitrator or governmental authority shall be continuing or threatened against any Guarantor or any Borrower or against the officers or directors of any Guarantor or any Borrower (A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Lender, is deemed material or (B) which could reasonably be expected to have a Material Adverse Effect on any Borrower; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated hereby shall have been issued by any governmental authority; (N) Any Borrower shall have discharged, or simultaneously with (or from the proceeds of) the initial Revolving Credit Loan and Term Loan shall discharge, all of its obligations under its existing financing arrangements with Prior Lender, including, without limitation, costs, fees and expenses in connection therewith; and (xO) such Such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may reasonably request.

Documentation. The Administrative Agent Hedge Provider shall have received the following, each of which shall be originals, or, at the discretion of the Hedge Provider, telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Transaction Party or other Person or Persons party thereto, dated on or before the Closing Date (or, in the case of government officials, a recent date before the Closing Date), and otherwise duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersHedge Provider: (i) this Agreement Agreement, duly executed and all attached Exhibits and Schedules delivered by the Counterparty and the Notes payable to each Lender requesting a NoteGuarantors; (ii) the Guaranty ISDA Master Agreement, the ISDA Schedule and the ISDA Credit Support Annex, each duly executed and delivered by the Borrower and all Subsidiaries existing on the Closing DateCounterparty; (iii) a Confirmation evidencing each initial Natural Gas Hedging Transaction to be entered into between the Security Agreement executed by Hedge Provider and the Borrower and each Subsidiary existing Counterparty on or about the Closing Date, together with duly executed and delivered by the Counterparty; (Aiv) 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, duly executed and (C) delivered by the Counterparty and each of the other Transaction Parties, together with any other documents, agreements, or agreements and instruments necessary to create, perfect or maintain create an Acceptable Security Interest in the Collateral; (iv) appropriate UCC First Lien Collateral 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 SubsidiariesSecond Lien Collateral described therein; (v) certificates the Pledge Agreement, duly executed and delivered by the Parent and each of insurance naming its Subsidiaries that has a Subsidiary, pledging 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 5.3; (vi) a certificate from an authorized officer Hedge Provider all of the Borrower dated as Equity Interests of the Closing Date stating that as Domestic Subsidiaries of such date (A) all representations Transaction Party and warranties 65% of the Borrower set forth in this Agreement are true and correct in all material respects (except that Equity Interest of the Foreign Subsidiaries of such materiality qualifier shall not be applicable to Transaction Party, together with 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, agreements and lien searches as any Lender Party may reasonably request.instruments necessary to create an Acceptable Security Interest in such Equity Interest and the other Second Lien Collateral described therein;

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

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

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

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

Documentation. The Administrative Agent shall have received 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 Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, provided that in the Administrative Agent’s discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (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 a Responsible 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 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 Closing 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 ▇▇▇▇▇▇▇, 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 Closing 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 Closing Date and with such changes as the Administrative Agent may approve, provided that in the Administrative Agent’s discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (vi) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended September 30, 2004, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Pre-Existing Designated Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (vii) the MHC Letter; and (xviii) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The On or before the day on which the initial Borrowing is made or the initial Swing Line Advance 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 Borrowers and each Subsidiary existing on of the Closing DateGuarantors, 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 the Pledge Agreement executed by the Parent and intellectual property search reports each of its Subsidiaries that has a Subsidiary 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 Interest of the Domestic Subsidiaries of such Loan Party and its Subsidiaries65% of the Equity Interest of the Foreign Subsidiaries of such Loan Party, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Equity Interest; (v) certificates of insurance naming an Account Control Agreement among the Borrower, the Administrative Agent as loss payee with respect to property insuranceand each institution at which the Borrower or any of its Subsidiaries maintains a deposit account, including the accounts acquired under, or additional insured with respect to liability insuranceopened in connection with, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3Acquisition Agreement; (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 or waivedmet; (vii) to the extent any have been entered into on or after December 19, 2005, copies of amendments to the certificate or articles of incorporation or other equivalent organizational documents 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 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 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 (viii) 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 Secretary or Assistant Secretary executing the certificate pursuant to (Aix) 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 Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel Loan Parties substantially similar to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel opinion it delivered pursuant to the Original Credit PartiesAgreement; (xii) 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; (xiii) 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; (Dxiv) Dray, Dyekman, ▇▇▇▇ & ▇a Borrowing Base Report giving pro forma effect to the ▇▇▇▇▇ P.C.Transaction dated as of July 15, as Wyoming counsel to 2006; (xv) a copy of the Credit Parties, each risk management policy of the Borrowers (the “Risk Management Policy”) in form and substance reasonably acceptable satisfactory to the Majority Lenders; (xvi) copies of any amendments to Material Contracts reflected on Schedule 1.01(c) to the Original Credit Agreement in effect on or after December 19, 2005 and each of the Material Contracts in effect on or after December 19, 2005 that are not reflected on Schedule 1.01(c) to the Original Credit Agreement, including the Acquisition Agreement, the Secured Counterparty Contracts, the Material Contracts assumed by any Loan Party in connection with the ▇▇▇▇▇ Transaction, the Bridge Commitment Letter and any amendments to the Sowood Documents and the Secured Counterparty Contracts necessary to permit the transactions under this Agreement and comply with the terms of the Intercreditor 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) as being in full force and effect and (C) that no material term or conditions thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; and; (xxvii) copies of the resolutions duly adopted by the applicable Board of Directors authorizing (A) the execution, delivery and performance by MxEnergy of the Acquisition Agreement and the consummation of the ▇▇▇▇▇ Transaction and (B) the Loan Parties to incur additional indebtedness pursuant to the Bridge Loan and/or High Yield Notes Offering; (xviii) copies of the consents obtained from VPEM and Sowood to the transactions contemplated by this Agreement, the ▇▇▇▇▇ Transaction, the Bridge Loan, the High Yield Notes Offering and the Secured Counterparty Contracts; (xix) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.

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

Documentation. The Administrative Agent shall have received the followingfollowing documents, each to be in form and substance satisfactory to Agent and its counsel: (a) certificates evidencing Borrower's casualty insurance policies, together with endorsements naming Lender as loss payee and as mortgagee pursuant to a standard mortgagee clause, and certificates evidencing Borrower's liability insurance policies, together with endorsements naming Agent as a co-insured; (b) copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Agent in the Collateral and evidence to Agent that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.3(b); (c) on or prior to the Closing Date, landlord or warehouseman agreements with respect to all premises leased by Borrower, other than the premises located at 1028 Jackson, Morgan City, Louisiana and prior to sixty (▇▇) ▇▇▇s after the Closing Date, a landlord agreement for the premises located at 1028 Jackson, Morgan City, Louisiana; (d) ▇ ▇▇▇▇ of the Articles of Incorporation of Borrower, and all amendments thereto, certified within fifteen (15) days before the Closing Date by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (e) a copy of the bylaws of Borrower, and all amendments thereto, certified as of the Closing Date by the Secretary of Borrower; (f) good standing certificates for Borrower, issued within fifteen (15) days before the Closing Date by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (g) a Closing Certificate signed by two (2) duly authorized senior officers of Borrower dated as of the Closing Date, stating that (i) the representations and warranties set forth in Section 7 are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement, and (iii) on such date no Default or Event of Default has occurred or is continuing; (h) the Security Documents duly executed, accepted and acknowledged by or on behalf of each of the signatories thereto; (i) the Other Agreements duly executed and delivered by all Borrower; (j) the parties theretofavorable, written opinion of Andrew Becher, General Counsel of the Borrower, rega▇▇▇▇▇ ▇▇▇▇▇▇▇r, the Loan Documents and the transactions contemplated by the Loan Documents, 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 Noteits legal counsel; (iik) duly executed agreements establishing the Guaranty executed by Dominion Account with a financial institution acceptable to Agent for the Borrower and all Subsidiaries existing on collection or servicing of the Accounts, or, at Agent's discretion, within thirty (30) days of the Closing Date; (iiil) the Security Agreement executed a copy certified by the Borrower as true, correct 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 complete of the issued and outstanding Equity Interests of each Participation Agreement dated November 8, 2001, as amended, concerning the Synthetic Lease financing of the Borrower’s Subsidiaries required Gunnison Platform; (m) the consent of Bank One, NA as Agent in connection with the Security Synthetic Lease financing of the Gunnison Platform to this Agreement, and . (Cn) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest a Borrowing Base Certificate in the Collateralform of Exhibit W attached hereto, reflecting that Borrower has Eligible Accounts and Vessels in which Agent has a perfected first priority Lien, in amounts sufficient in value and amount to support the initial Revolving Loan in the amount requested by Borrower; (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; (vio) a certificate from an regarding Equipment and Vessels signed by a duly authorized senior officer of the Borrower dated as the date hereof, reflecting the type, value and location of the Closing Date stating that as of such date (A) all representations Borrower's Equipment 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 AgentVessels; and (xp) such other documents, governmental certificatesinstruments and agreements as Agent shall reasonably request in connection with the foregoing matters, agreementsincluding, and lien searches as without limitation, any Lender Party may reasonably requestitems identified in the closing checklist delivered by Agent to Borrower immediately prior to the Closing Date.

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

Documentation. The Administrative Agent shall have received DIP Facility (including the followingterms and conditions applicable thereto) will be documented pursuant to and evidenced by (a) a credit agreement, duly executed by all the parties theretonegotiated in good faith, in form and substance reasonably satisfactory substantially similar to the Administrative Agent and the Lenders: Existing Term Loan Agreement, with such modifications as are (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; set forth herein, (ii) necessary to reflect the Guaranty executed by terms of the Borrower and all Subsidiaries existing on Interim Order or the Closing Date; Final Order, as applicable, (iii) usual and customary for debtor-in-possession financings of this kind and/or otherwise necessary or desirable to effectuate the Security Agreement executed by financing contemplated hereby and/or to reflect the Borrower capital structure and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all operational requirements of the issued Debtors and outstanding Equity Interests of each the existence and continuance of the Borrower’s Subsidiaries required in connection with the Security AgreementChapter 11 Cases (including customary representations and warranties, covenants and (Cevents of default for debtor-in-possession financings of this kind) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; and (iv) appropriate UCC and intellectual property search reports for reasonably required by the Borrower and its Subsidiaries reflecting no prior Liens Required DIP Lenders (other than Permitted Liens) encumbering in consultation with the properties of DIP Lenders, except the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee DIP Lenders shall have a consent right with respect to property insuranceany proposed modification to the voting provisions, pro rata sharing provisions or additional insured with respect to liability insurance, payment waterfall and covering other customary “sacred” lender rights) (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“DIP Credit Agreement”), (Bb) no Default has occurred and is continuing; and an order (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 Required DIP Lenders and the DIP Agent in their sole discretion) entered by the Bankruptcy Court approving the DIP Facility on an interim basis (xthe “Interim Order”), (c) such other documentsan order (in form and substance acceptable to the Required DIP Lenders and the DIP Agent in their sole discretion) entered by the Bankruptcy Court approving the DIP Facility on a final basis (the “Final Order”, governmental certificatesand together with the Interim Order, the “DIP Orders”) and (d) as applicable, the related notes, security agreements, collateral agreements, pledge agreements, control agreements, guarantees, mortgages and lien searches other legal documentation or instruments as any Lender Party may are, in each case, usual and customary for debtor-in-possession financings of this type and/or reasonably requestnecessary or desirable to effectuate the financing contemplated hereby (including such agreements, documents and instruments constituting “Credit Documents” under, and as defined in, the Existing Term Loan Agreement) (all of the foregoing, together with the DIP Credit Agreement and the DIP Orders, collectively, the “DIP Loan Documents”). The foregoing shall be collectively referred to herein as the “Documentation Principles”.

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: (ia) 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 Borrower, the Original Guarantors, the Administrative Agent, the Collateral Agent, the Swingline Lender, the Revolving Lenders, the Issuing Banks, the Mandated Lead Arrangers, the Bookrunners, the Lead Arranger and the Co-Underwriter, and all attached Schedules; (b) the Security Agreements executed by each Subsidiary existing on Credit Party that owns or operates one or more vessels granting to the Closing DateCollateral Agent for the benefit of the Finance Parties a Lien in earnings from the Mortgaged Revolving Credit Facility Rigs and the Insurance Policies with respect to the Mortgaged Revolving Credit Facility Rigs to secure the Obligations, in each case 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 Collateralsuch collateral; (ivc) the Rig Mortgages executed by each Credit Party that owns one or more vessels granting a Lien to the Collateral Agent in the Initial Mortgaged Revolving Credit Facility Rigs to secure the Obligations, together with any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Initial Mortgaged Revolving Credit Facility Rigs and the revenues therefrom; (d) certificates from the appropriate UCC Governmental Authority certifying as to the good standing, existence and intellectual property search reports for authority of each of the Borrower and its Subsidiaries reflecting no prior Liens Credit Parties in all jurisdictions where required by the Administrative Agent; (other than Permitted Liense) encumbering the properties certificates from a Responsible Officer of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower such Person set forth in this Agreement and in the other Finance 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 Schedule 2 have been met or waivedmet; (viif) copies, certified as of the Closing Date by a secretary’s certificate from Secretary or Assistant Secretary of each Credit Party certifying such Person’s of (A) officers’ incumbencythe resolutions of the Board of Directors of that Credit Party approving the Finance Documents to which it is a party and the transactions contemplated thereby, and (B) authorizing resolutions, (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement and the other Finance Documents; (g) certificates of a Secretary or Assistant Secretary of each of the Credit Parties certifying the names and true signatures of officers of the Credit Parties authorized to sign this Agreement, Utilisation Requests, Renewal Requests, all other notices to be issued pursuant to the Finance Documents and the other Finance Documents to which such Person is Credit Parties are a party; (viiih) certificates of good standing a detailed report from the Parent Company's independent maritime insurance broker with respect to all Insurance Policies in effect with respect to the Initial Mortgaged Revolving Credit Facility Rigs, specifying for each Credit Party in such Insurance Policy the state in which amount thereof, the risks insured against thereby, the name of the insurer and each insured party thereunder and the policy or other identification number thereof, together with a certificate from such Person is organized, which certificates shall be broker certifying that all such Insurance Policies are (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 Partiesin full force and effect, (B) Millerare placed with such insurance companies, Canfieldunderwriters or associations, Paddock in such amounts, against such risks, and Stone, P.L.C.in such form, as Michigan are normally issued against by Persons of similar size and established reputation engaged in the same or similar businesses and similarly situated and as are necessary or advisable for the protection of the Collateral Agent as mortgagee and (C) conform with the requirements of this Agreement; (i) a favourable opinion of Baker Botts L.L.P., counsel to the Credit PartiesBorrower, (C) Hall, Estill, Hardwick, Gable, Golden & substantially in th▇ ▇▇▇m ▇▇ ▇he attached Schedule 12; (j) a favourable opinion of the general counsel of the Parent Company substantially in the form of the attached Schedule 13; (k) a favourable opinion of Herbert Smith, English law counsel for the Arrangers substantial▇▇ ▇▇ ▇▇▇ ▇▇▇, P.C., as Oklahoma counsel m of Schedule 14; (l) favourable opinions reasonably satisfactory to the Credit Parties, Administrative Agent covering the items in the attached Schedule 15 from local counsel located in Panama and Vanuatu; (Dm) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel a certificate from the chief financial officer of the Parent Company addressed to the Credit PartiesAdministrative Agent and each of the Revolving Lenders, each which shall be in form and in substance reasonably acceptable satisfactory to the Administrative Agent, regarding the matters set forth in Clause 22.26 (Solvency); (n) a certificate from the chief financial officer of the Parent Company addressed to the Administrative Agent and each of the Revolving Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum 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, cause a Material Adverse Change to occur; (o) copies of each of the Merger Documents certified by the Secretary or Assistant Secretary of the Borrower (A) as being true and correct copies of such documents as of the Closing Date, and (B) as being in full force and effect and no material term or condition thereof shall have been amended, modified or waived after the execution thereof without the prior written consent of the Administrative Agent; (p) copies of each promissory note evidencing Intercompany Debt, if any; (q) a copy of the formal report or "management letter" submitted to the Parent Company by its independent accountants in connection with the annual audit made by it of the books of the Parent Company for the fiscal year ending 2001; and (xr) such other documents, governmental certificates, agreements, and lien searches as any Lender acknowledgment from Ince & Co. with respect to its irrevocable appointment by each Credit Party may reasonably requestpursuant to Clause 41.2 (Service of process).

Documentation. The Administrative Exit ABL Agent shall have received the following, duly executed by all the parties or signatories thereto, in form and substance reasonably consistent with the term sheet attached to this Agreement as Exhibit G and otherwise satisfactory to the Administrative Exit ABL Agent and the lenders party to the Exit Facility Agreement (the “Exit Lenders”) in their reasonable discretion: (ia) this the Exit Facility Agreement and all attached Exhibits and Schedules and any Notes (as defined in the Notes Exit Facility Agreement) payable to each Exit Lender requesting that has requested a NoteNote at least two Business Days prior to the Exit Facility closing date; (iib) the Guaranty a guaranty and collateral agreement executed by the Parent, each material domestic Subsidiary of the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, Exit Facility closing date together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in a security interest the CollateralExit Facility collateral to the extent required by such guaranty and collateral agreement and consistent with the term sheet attached to this Agreement as Exhibit 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; (vic) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such Exit Facility closing date (A) all representations and warranties of certifying 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 clauses 5, 6, 7, 8, 9, 13, 14, 18, 21 and 22 below have been met or waivedmet; (viid) 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) customary legal opinions of (Ai) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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, Loan Parties and (Dii) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming local counsel to the Credit Partiesopinions, each in form and substance reasonably acceptable to the Administrative Exit ABL Agent; and (xe) such payoff letters or other documents, governmental certificates, agreements, and lien searches as customary evidence of termination in a form reasonably acceptable to the Exit ABL Agent with respect to any Lender Party may reasonably requestindebtedness not permitted to be outstanding pursuant to the terms of the Exit Facility Agreement on the Exit Facility closing date.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, a duly executed copy of this Agreement and the Lendersother Loan Documents, together with such additional documents, instruments, opinions and certificates as Agent and its counsel shall require in connection therewith from time to time, all in form and substance satisfactory to Agent and its counsel, including without limitation, the following: (a) Certificates of Insurance with respect to Borrowers’ casualty and liability insurance policies, together with loss payable endorsements on Agent’s standard form of lender loss payee naming Agent as lender loss payee; (b) Certified copies of (i) resolutions of Borrowers’ respective board of directors authorizing the execution and delivery of this Agreement and all attached Exhibits and Schedules the Loan Documents (as applicable) and the Notes payable to each Lender requesting a Noteperformance of all transactions contemplated hereby and thereby, (ii) Borrowers’ by-laws and limited partnership agreements, as applicable, and (iii) incumbency certificates of Borrowers; (iic) A copy of the Guaranty executed Articles or Certificates of Incorporation or Certification of limited partnership, as applicable, of Borrowers, and all amendments thereto, certified by an officer of such Borrower or by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State or other appropriate official of their respective jurisdiction of incorporation; (iiid) the Security Agreement executed Good standing certificates for Borrowers issued by the Borrower Secretary of State or other appropriate official of Borrowers’ jurisdiction of incorporation and each Subsidiary existing on jurisdiction where the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with conduct of Borrowers’ businesses activities or the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all ownership 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 Collateraltheir Properties necessitates qualification; (ive) appropriate UCC and intellectual property search reports for A closing certificate signed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Chief Executive Officer of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the each Borrower dated as of the Closing Date date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date date, (Aii) Borrowers are, on such date, in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viif) a secretary’s certificate from The Security Documents duly executed, accepted and acknowledged by or on behalf of 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 of the Credit Documents to which such Person is a partysignatories thereto; (viiig) 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 DateThe Other Agreements duly executed and delivered by Borrowers; (ixh) legal opinions The favorable, written opinion of F▇▇▇▇▇ White B▇▇▇▇ Banker, counsel to Borrowers, as to the transactions contemplated by this Agreement, any of the other Loan Documents and the transactions contemplated under the Acquisition Documents; (Ai) The favorable, solvency opinion from M▇▇▇▇▇▇▇ & S▇▇▇▇▇▇ LLPIncorporated as to the transactions contemplated under this Agreement, the Loan Documents and the Acquisition Documents; (j) An initial Borrowing Base Certificate from Borrowers; (k) Appropriate arrangements for payment of all fees and expenses owing hereunder; (l) Landlord Waivers for each of Borrowers’ locations as listed on Exhibit 6.1.1 hereto; (m) UCC-1 Financing Statements and/or amendments, as special counsel necessary; (n) Duly executed Subordination Agreements; (o) Delivery of the original notes for all Accounts that have been converted 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 note receivables or otherwise constitute Eligible Notes Receivables together with an assignment agreement in form and substance reasonably acceptable satisfactory to Agent in its sole discretion; (p) Internally prepared financial statements of Gulfside for the period ending June 30, 2004; (q) Duly executed Collateral Pledge Agreements; (r) Duly executed payoff letters and lien termination authorizations, in form and substance satisfactory to Agent, with respect to all existing secured Indebtedness of Gulfside and the other Borrowers, as necessary; (s) The merger of Eagle Supply Group, Inc. into Gulfco Acquisition, Inc. pursuant to the Administrative Agentterms of the Acquisition Documents shall be completed on or prior to the Closing Date; and (xt) such 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 Operative Documents with respect to the followingSenior Facilities will include (x) if the Amendment is not obtained, duly executed a single credit agreement and (y) if the Amendment is obtained, separate credit agreements for the Revolving Facility and the Term Facility unless otherwise mutually agreed by all the parties theretoCompany and the Agent, in form each case, providing for the Senior Facilities and substance reasonably satisfactory shall be negotiated in good faith, giving effect to the Administrative Agent Limited Conditionality Provision, and shall be consistent with the Lenders: terms herein, the Commitment Letter, the Fee Letter and, except as otherwise provided herein or in the Commitment Letter or the Fee Letter, substantially identical to the Existing Credit Agreement (i) this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed as modified 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 Amendment; it being understood that (A) appropriate UCC-1 financing statements the Waiver Period (as defined under and intellectual property security agreementspursuant to the Existing Credit Agreement) (the “Waiver Period”) will continue to be in effect until the earlier of the stated expiration thereof and, if anyat the Company’s discretion, necessary for filing such earlier date designated in writing pursuant to the definition therefor and all restrictions, covenants (including the liquidity covenant, but with the appropriate authorities, required minimum liquidity set at $250 million rather than $175 million) and pricing applicable during the Waiver Period pursuant to and in accordance with the Existing Credit Agreement shall continue to apply during the Waiver Period whether or not the Amendment is obtained and (B) certificates, together with undated, blank stock powers for each such certificate, representing all of notwithstanding anything to 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 anycontrary herein, with respect to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party Revolving Facility, the dollar baskets and thresholds set forth in the state Existing Credit Agreement as of the date hereof shall continue to apply during the Waiver Period), with additions, deletions, modifications and other changes as the Company and the Arrangers reasonably determine to be necessary or advisable, including, among other things, (i) to give effect to the Transactions and other transactions contemplated hereby, (ii) to provide for and give effect to the Guarantees, (iii) to reflect changes in which each such Person is organizedlaw (including customary QFC and EU and UK bail-in provisions and provisions to address LLC divisions under Delaware law) or accounting standards or cure mistakes or defects, which certificates shall be (Aiv) dated a date not earlier to reflect reasonable administrative, agency and operational requirements of the Agent, (v) give due regard to the operational requirements of the Company and its subsidiaries in light of its size, structure, industry, business and proposed business plan and operations and (vi) to reflect covenants and financial definitions that are no less favorable to the Company and its subsidiaries than 30 days the Existing Credit Agreement (except as otherwise set forth in this Commitment Letter), and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit C (the “Senior Facilities Documentation Principles”). Notwithstanding the foregoing, all obligations of the Company and its restricted subsidiaries that are or would have been treated as operating leases for purposes of GAAP prior to Closing Date the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (Bon a prospective or retroactive basis or otherwise) otherwise effective on to be treated as capitalized lease obligations in the Closing Date; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel financial statements to be delivered pursuant to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably requestOperative Documents.

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

Documentation. The Administrative Agent 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) the Security Agreement executed by the 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 the jurisdiction of its principal place of business, its authority to execute, deliver and perform the Loan Documents to which it is a party, the identity, authority and capacity of each [***] Confidential Information has been omitted and filed separately with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued Securities 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 Exchange Commission. Confidential treatment has been requested with respect to property insurancethis omitted information. responsible official thereof authorized to act on its behalf, including copies of its articles or certificates of incorporation, or additional insured with respect to liability insurancearticles or certificate of formation (as applicable), and covering amendments thereto, certified by the Borrower’s applicable Secretary of State (or equivalent government official), bylaws, operating agreements or limited liability company agreements (as applicable) and its Subsidiaries’ Properties with such insurance carriersamendments thereto, for such amounts and covering such risks as required in each case certified by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as responsible official 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)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 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 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; (ixd) 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. 2 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 (xe) such Such other documents, governmental certificates, agreements, documents and lien searches instruments as any Lender Party Bank may reasonably requestrequire in connection with this Amendment and the transactions described herein.

Documentation. The Administrative Agent and the Collateral Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Lenders, and, where applicable, in sufficient copies for each Lender: (i) counterparts of this Agreement and all attached Exhibits and Schedules and the Notes Agreement, a Note payable to each Lender requesting a Notein the amount of its Commitment, if requested by such Lender, the Guaranty, the Security Agreement, and each of the other Loan Documents, including all attached exhibits and schedules; (ii) a favorable opinion of the Guaranty executed by Loan Parties’ counsel dated as of the Borrower and all Subsidiaries existing on date of this Agreement covering matters as the Closing DateAdministrative Agent may reasonably request; (iii) copies, certified as of the Security date of this Agreement executed by the Borrower and a Responsible Officer of each Subsidiary existing on the Closing Date, together with Loan Party of (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authoritiesresolutions of the Board of Directors (or other applicable governing body) of 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 necessary and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi) a certificate from an authorized officer of the Borrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii) a secretary’s certificate from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvalsGovernmental Approvals, if any, with respect to the Credit CVRR Units Purchase, the Loan Documents to which such Person Loan Party is a party and the other transactions contemplated hereby; (iv) 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; (v) appropriate UCC-1 financing statements covering the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral; (vi) to the extent certificated, certificates evidencing the Equity Interests required in connection with the Security Agreement and powers executed in blank for each such certificate; (vii) [reserved]; (viii) 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 (B) otherwise effective on the Closing Datedate of this Agreement; (ix) legal opinions 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 H; (Ax) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, a certificate executed by a Responsible Officer of the Borrower certifying as special counsel to the Credit Partiesmatters set forth in Sections 3.01(e), (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Partiesf), (Ch), (i) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (Dk) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each below; and (xi) 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 On or before the Closing Date, the Administrative Agent and the Lenders shall have received the following, each dated on or before such day, duly executed 41 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 Note, if requested by any 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 Commitment; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateAgreement, together with (A) appropriate UCC-1 financing statements and intellectual property supplemental security agreements, if any, agreements with respect to Intellectual Property that are necessary for filing with to create an Acceptable Lien in the appropriate authoritiesapplicable Borrower’s Party’s interest in such Intellectual Property, (B) certificatesUCC financing statements and any other documents, together agreements or instruments (including lien releases with undated, blank stock powers for each such certificate, representing all of respect to any Collateral currently subject to a Lien other than Permitted Liens) necessary to create an Acceptable Lien in the issued and outstanding Equity Interests of each of Collateral described therein to the Borrower’s Subsidiaries required in connection with the Security Agreementextent described therein, and (C) lien, judgment, and, where customarily conducted, tax searches conducted on the Borrower Parties reflecting no Liens other than Permitted Liens against any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in of the Collateral; (iv) appropriate a Mortgage on each Mortgaged Property, fully notarized, together with (A) evidence that the Mortgage has been recorded (or will be recorded with assurance from the Title Company that it will provide affirmative coverage from the Closing Date) in all places to the extent necessary, to create an Acceptable Lien in the applicable Borrower Party’s interest in the Real Property described therein to the extent described therein, (B) UCC and intellectual property search reports for fixture financings statements, as applicable, (C) a commitment from a title company reasonably acceptable to the Borrower and Collateral Agent, in its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering sole discretion, to issue a title insurance policy assuring the properties Collateral Agent, on behalf of the Borrower Secured Parties, that such Mortgage creates an Acceptable Lien in the applicable Borrower’s Party’s interest in the Real Property described therein, (D) copies of existing surveys and its Subsidiariesmaps or plans of the real estate described in the Mortgage; (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 5.3Pledge Agreement; (vi) the Intercreditor Agreement - 2015; (vii) the CAA; (viii) if any deposit account of any Borrower Party is held with a financial institution that is not the Administrative Agent, an agreement or agreements in form and substance reasonably acceptable to the Administrative Agent between the Administrative Agent, the applicable Borrower Party and such other financial institution governing any such deposit accounts (an “Account Control Agreement”) subject to Account Control Agreements pursuant to which the Administrative Agent has an Acceptable Lien; (ix) a certificate from an authorized officer of the Borrower dated as of the Closing Date Borrowers, signed by a Responsible Officer, stating that as of such date (A) all representations and warranties of the Borrower Parties set forth in this Agreement and in the other Credit Facility Documents are or were true and correct in all material respects as of the specified date of such representation or warranty (except provided that such materiality qualifier shall not be applicable apply if such representation or warranty is already subject to any representations and warranties that already are qualified or modified by a materiality in the text thereofqualifier), ; (B) no Default has occurred and is continuing; and (C) all subject to a post-closing letter or waiver thereof, the conditions precedent set forth in this Section 3.1 3.01 have been met met; 42 (x) copies of the certificate or waivedarticles of incorporation, certificate of formation or other equivalent organizational documents, including all amendments thereto, of each Borrower Party, certified as of a recent date by the Secretary of State of the state of its organization; (viixi) a secretary’s certificate from each Credit Party of the Secretary or Assistant Secretary or other officer of the Borrowers certifying such Person’s (A) officers’ incumbencythat attached thereto is a true and complete copy of the by-laws, limited liability company agreement or other equivalent organizational documents of each Borrower 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 members, Board of Directors or applicable governing body of each Borrower Party authorizing resolutionsthe execution, delivery and performance by each Borrower Party of the Credit Facility Documents to which such Borrower Party is a party and, in the case of the Borrowers, 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 of formation or articles of incorporation or other equivalent organizational documentsdocuments of each Borrower Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (xi) below, and (D) governmental approvals, if any, with respect as to the incumbency and specimen signature of each officer executing any Credit Documents to which such Person is Facility Document, Borrowing Request or any other document delivered in connection herewith on behalf of a partyBorrower; (viiixii) certificates from the appropriate Governmental Authority certifying as to the good standing, status, existence and authority of good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower Parties their respective jurisdictions; (ixxiii) legal such customary favorable opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Borrowers and the other Borrower Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel addressed to the Credit PartiesAdministrative Agent and the Lenders and concerning such matters as the Administrative Agent may reasonably request; (xiv) a certificate from the Borrowers, (C) Hallsigned on its behalf by the Financial Officer of the Borrowers, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel addressed to the Credit PartiesAdministrative Agent and each of the Lenders regarding the matters set forth in Section 4.17; (xv) a copy of, or a certificate as to coverage under, the insurance policies (“Borrower Insurance Policies”) required by Section 5.04 and the applicable provisions of the Security Documents; (Dxvi) Draya Borrowing Base Certificate dated as of June 26, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to 2015; (xvii) IRS form W-9 of Borrower; (xviii) the Credit Parties, each Fee Letter in form and substance reasonably acceptable satisfactory to the Administrative Agentparties thereto; and (xxix) duly executed Approved Bailee Letters with respect to all Inventory of the Borrower Parties located at locations not owned by a Borrower Party in fee simple, if any; (xx) the Initial Financial Statements; and (xxi) such other documents, governmental certificates, agreements, certificates and lien searches agreements as the Administrative Agent or any Lender Party may reasonably request.. 43

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each to be in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (iA) this The Security Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Noteany other Security Documents duly executed by Borrower; (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 A legal opinion of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, 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) ▇▇▇▇Alst▇▇ & ▇▇▇▇▇▇ LLPird, as special counsel to Borrower, substantially in the Credit Parties, (B) Miller, Canfield, Paddock form of Exhibit "M" attached hereto and Stone, P.L.C., as Michigan counsel to the Credit Parties, incorporated by reference herein; (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to A Compliance Certificate in the Credit Parties, form of Exhibit "K" attached hereto and incorporated by reference herein duly executed by an officer of Borrower; (D) DrayCertificates or policies of insurance evidencing compliance with the applicable provisions of this Agreement; (E) A request for Advance pursuant to Section 9.4 hereof and a Borrowing Base Report; (F) Certified copies of Borrower's casualty insurance policies, Dyekmantogether with loss payable endorsements on Lender's standard form of Loss Payee Endorsement naming Lender as loss payee, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as Wyoming counsel a co-insured; (G) Copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Credit PartiesLiens of Lender in the Collateral and evidence in a form acceptable to Lender that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2(B) hereof; (H) A copy of the Articles or Certificate of Incorporation of Borrower, and all amendments thereto, and a copy of the Bylaws of Borrower, each in form and substance reasonably acceptable to certified by the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party may reasonably request.secretary of Borrower;

Documentation. The Administrative On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules Agreement, the Notes, the Security Agreement, and the Notes payable to each Lender requesting a NoteMortgage Amendment; (ii) proper financing statements in form appropriate for filing under the Guaranty executed by Uniform Commercial Code of all jurisdictions that the Borrower and all Subsidiaries existing on Agent may deem necessary or desirable in order to perfect the Closing DateLiens created under the Security Documents; (iii) [Reserved]; (iv) a favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ LLP, counsel to the Security Agreement executed Credit Parties, dated as of the Effective Date, covering such matters as any Bank through the Agent may reasonably request; (v) a favorable opinion of G▇▇▇▇▇, L▇▇▇▇▇▇ & L▇▇▇▇▇▇▇▇ L.L.C., Louisiana counsel to the Borrower covering the Louisiana-law Mortgages, as amended and/or supplemented by the Mortgage Amendment, and such other matters as any Bank through the Agent may reasonably request; (vi) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary existing on the Closing Date, together with certifying (A) appropriate UCC-1 financing statements certificates of good standing and intellectual property security agreements, if any, necessary existence or qualification to do business for filing with the appropriate authoritiesBorrower from its jurisdiction of organization and each jurisdiction where it is required to be qualified to do business, (B) certificates, together with undated, blank stock powers for each such certificate, representing all the certificate of the issued and outstanding Equity Interests of each incorporation of the Borrower’s Subsidiaries required , (C) the bylaws of the Borrower, (D) the resolutions of the Board of Directors of the Borrower authorizing this Agreement and related transactions, and (E) the incumbency and signatures of the officers of the Borrower authorized to execute this Agreement and related documents; (vii) a certificate of a Responsible Officer of Borrower stating that (A) the representations and warranties contained in connection with this Agreement and the Security Agreementother Credit Documents are true and correct in all material respects, (B) no Default or Event of Default exists, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest all conditions set forth in this Section 3.1 and in Section 3.2 have been satisfied (assuming satisfaction by the CollateralAgent and the Banks where such satisfaction is specified in such conditions); (ivviii) appropriate UCC certificates from the Borrower’s and intellectual property search reports for Guarantors’ insurance providers setting forth the insurance maintained by Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Guarantors, showing that insurance meeting the properties requirements of the Borrower Section 5.2 is in full force and its Subsidiaries; (v) certificates of insurance naming the Administrative effect and that all premiums due with respect thereto have been paid, showing Agent as loss payee with respect to all such property insurance, or physical damage policies and as additional insured with respect to all such liability insurancepolicies, 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 such insurer will provide Agent with at least 30 days’ advance notice of cancellation of any 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 Datepolicy; (ix) legal opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPsuch UCC lien search reports as Agent shall require, conducted in such jurisdictions and reflecting such names 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; and (x) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

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 Notes, the Guaranties and the Notes payable to each Lender requesting a NoteEnvironmental Indemnities; (ii) the Guaranty Security Documents to the extent applicable executed by the Borrower Borrower, the Parent and all Subsidiaries existing on the Closing Dateother Guarantors granting to the Administrative Agent for the benefit of the Lenders an Acceptable Lien in the Collateral, together with stock certificates, stock powers executed in blank, UCC-1 financing statements and any other documents, agreements or instruments necessary or desirable to create an Acceptable Lien in the Collateral, PROVIDED that in the Administrative Agent's discretion certain Security Documents necessary for the granting to the Administrative Agent for the benefit of the Lenders of an Acceptable Lien in Ownership Interests in Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (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 a Responsible 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 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 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 Closing 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) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel either (x) the copies of the organizational documents of the Parent and such other Persons delivered to the Credit PartiesLenders 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 or any such other Persons made since such date, (D) a true and correct copy of the partnership agreement for the Borrower and each Guarantor which is a partnership, (E) a true and correct copy of all partnership, corporate or limited liability company authorizations necessary or desirable in connection with the transactions herein contemplated, and (DF) Draya true and correct copy of the Intercompany Agreement, Dyekmanthe Merger Agreement and the other principal documents being executed in consummation of the Merger, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel and the documents which evidence the MHC Indebtedness; (v) a certificate of the Secretary or an Assistant Secretary of MHRI certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the Credit Partiestransactions contemplated in the Merger Agreement and the Registration Statements, each and (B) charter and bylaws of MHRI and any modification or amendment to the articles or certificate of incorporation or bylaws of MHRI; (vi) a certificate of the Secretary or an Assistant Secretary of IHC certifying the current (A) resolutions of the Board of Directors of such Person and the shareholders' vote with respect to the transactions contemplated in the Merger Agreement and the Registration Statements, and (B) charter and bylaws of IHC and any modification or amendment to the articles or certificate of incorporation or bylaws of IHC; (vii) (A) one or more favorable written opinions of DeCampo, Diamond & Ash, 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 either of 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, PROVIDED that in the Administrative Agent's discretion certain legal opinions related to Persons which are domiciled outside the United States may be executed and delivered within ten (10) Business Days of the Closing; (viii) a Compliance Certificate dated as of the Closing Date reflecting for the financial tests covered therein the financial performance for the Borrower for the Rolling Period ended June 30, 2002, together with a certificated pro forma balance sheet of the Parent as of the Closing Date assuming the Merger was consummated and the Pre-Existing Designated Senior Indebtedness had been repaid, duly completed and executed by the Chief Financial Officer or Treasurer of the Parent; (ix) evidence reasonable satisfactory to the Administrative Agent that the Merger and the other transactions contemplated by the Merger Agreement and the Registration Statements have been consummated in accordance with the terms of the Merger Agreement, all Legal Requirements and all corporate and partnership governance requirements; (x) the Equity Inns Letter and the MHC Letter; and (xxi) such other documents, governmental certificates, agreements, and lien searches as any Lender Party the Administrative Agent may reasonably request.

Documentation. The Administrative Agent Representatives of Minco Silver and Sterling shall have received be instructed to prepare and execute the following, duly executed by all the parties theretofollowing agreements, in the usual form and substance reasonably satisfactory to the Administrative Agent and the Lendersfor transactions of this type: (ia) a Credit Facility Agreement to be- executed on the execution date of this Agreement in which Minco Silver shall extend a $15,000,000 line of credit, subject to 10% interest per annum, to Sterling to meet its necessary general administrative and all attached Exhibits and Schedules and other operating expenses to carry on its business during the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing Transaction; US$5,000,000 of which shall be advanced 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 execution 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.LLP and to be disbursed as has been agreed on execution hereof, and confirmation of the execution and registration of the security documents described in sections 6(c) below; US$10,000,000 of which shall be advanced, from time to time, as Wyoming counsel required for the affairs of Sterling, and as approved by the Committee based on Sterling’s 2008 operating plan and budget, and subject to the Credit Partiesexecution of the Definitive Agreement provided that sufficient funds will be advanced on September 15, each 2008 to pay out the existing bridge loan; (b) a Management Agreement to be executed on or before August 23, 2008 made effective as of the date of the execution of this Agreement, which agreement shall include the Committee’s on-going mandate, role and scope and authority; (c) a General Security Agreement and Secured Promissory Note in which Sterling mortgages, charges, and assigns to Minco Silver and grants Minco Silver a second charge security interest in all of the business undertakings of Sterling, documents of title, instruments, intangibles, securities and any other personal property or rights of Sterling no or thereafter owned or acquired by or on behalf of Sterling, in the same form as that currently granted, subject to consent of that lender and substance reasonably acceptable agreement to the Administrative Agentrepay by not later than September 15, 2008 (at which time Minco Silver shall become in first position); and (xd) a Assignment and Assumption Agreement to be executed on the execution date of this Agreement which agreement shall assign to Minco Silver the Mining Lease entered into between Sterling and Sunshine Precious Metals, Inc. (“Precious Metals”) on June 6, 2003; subject to the consent of Precious Metals of which Sterling shall on a best efforts basis obtain on or before August 23, 2008. (e) a Definitive Agreement to be executed on or before August 23, 2008 to which shall include the representations and warranties and covenants referred to in this Agreement; and (f) The principals and other holders of shares representing a minimum of 25% of the currently issued and outstanding shares of Sterling shall on a best efforts basis execute support agreements with Sterling and Minco Silver pursuant to which they will agree to vote their Sterling shares in favour of the Transaction. Sterling will use its best efforts to deliver such other documentsexecuted support agreements to Minco Silver on or before August 23, governmental certificates, agreements2008. Minco Silver understands the long history of Sterling and its importance in the Silver Valley of Idaho. Minco Silver agrees to consider continuing the operation as the “Sunshine Division”, and lien searches as any Lender Party may reasonably requestto ensure local management that are known and respected in the area of the mine.

Documentation. The Administrative Agent shall have received At or prior to the followingclosing of the Loan, duly Borrower must deliver the following documents and other items, executed by and acknowledged as appropriate, all the parties thereto, in form and substance reasonably satisfactory to Lender: a. the Administrative Agent Loan Documents (which means this Agreement, the Note, the security agreement, financing statements, pledges, absolute assignment agreements and any other documents evidencing, securing, guaranteeing or governing the Loan (except for the Accommodation Mortgage and the Lenders:security agreement to be made by Accommodation Obligor), as they may be extended, renewed or modified from time to time); b. a satisfactory appraisal of each of the 3 lots comprising the Property done by an appraiser approved by Lender in accordance with the Uniform Standards of Professional Appraisal Practices and federal applications applicable to Lender, reflecting a market value for each such lot in an amount acceptable to Lender; c. evidence of the liability and other insurance coverage of KM LLLP, the Developer Companies and such others as required under this Agreement or otherwise by Lender in writing; d. true and correct copies of the organizational documents of Borrower, Borrower’s general partner and limited partners, each Guarantor, KM LLLP, each of the Companies, WB KD Acquisition LLC, WB KD Acquisition II LLC, and KD (collectively, the “Affiliates”), including any amendments and restatements thereof, evidence of such entities’ due formation and good standing (certificate of good standing), as well as due authorization and execution of the Loan Documents, as applicable, by such entities; e. full payment of all fees, advances and costs, including but not limited to any loan or commitment fees, recording and filing fees, and escrow and title fees; f. if required by Lender, a written opinion or opinions of legal counsel for Borrower and the Guarantors (as defined below), addressed to Lender, covering to Lender’s satisfaction (1) the due authorization, execution, delivery, binding effect and enforceability of the Loan Documents, (2) no undisclosed litigation, (3) no consents or approvals required, (4) no conflicts with or violations of any agreements or laws, and (5) such other matters as Lender may require; g. true and correct copy of the letter of intent signed and delivered by Hualalai Investors, LLC (“Hualalai”) to Borrower, concerning the joint development of Increment 1 and Increment 2 (the “Joint Development LOI”), such letter of intent to have substantially similar form and content as the letter of intent issued by Hualalai dated October 24, 2013; h. the purchase and sale agreement and any amendments thereto for KM LLLP’s acquisition of WULI’s membership interests in the Companies (collectively, the “WULI Interest PSA”); i. the purchase and sale agreements evidencing KD’s rights and entitlements to percentage payments in connection with the sale of all or any portion of the properties comprising Increment 1 and Increment 2; j. on a best efforts basis, (i) this Agreement the written consent to the pledge of KKM’s GP Interest in KM LLLP and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note; (ii) the Guaranty executed written consent to the pledge of KD Kona’s LP Interest in KM LLLP, by the Borrower and all Subsidiaries existing on the Closing Dateremaining partners of KM LLLP; (iii) the Security Agreement executed by the Borrower k. a true 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 correct copy of the issued and outstanding Equity Interests assignment of membership interests in each of the Borrower’s Subsidiaries required Companies from WULI to KM LLLP; l. an estoppel certificate signed and delivered by the Getty Member in connection with favor of KM LLLP and each of its partners, certifying that the Security AgreementCompanies’ operating agreements are in full force and effect and unchanged, except as disclosed in said certificate, and (C) any other documents, agreements, or instruments necessary that WULI is not in default under such operating agreements which KM LLLP will be responsible 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 Agentcure; and (x) m. such other documents, governmental certificates, agreements, property information and lien searches other assurances as any Lender Party may reasonably requestrequire.

Documentation. The Administrative Agent shall have received the following, each dated on or before the Effective Time, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent and the LendersAgent: (i1) counterparts of this Agreement and all attached Exhibits and Schedules Amendment duly executed by the Borrower, the Required Lenders and the Notes payable to each Lender requesting a NoteAdministrative Agent; (ii) the Guaranty executed by the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the Collateral; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its Subsidiaries; (v) certificates of insurance naming the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3; (vi2) a certificate from an authorized officer a Responsible Officer of the Borrower dated as of the Closing Date Effective Time hereof stating that as that, both before and after giving effect to this Amendment and the extension of such date the Commitments pursuant to this Amendment (Ai) all representations and warranties of the Borrower set forth in this the Credit Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to the extent that any representations and warranties that already are qualified or modified by materiality in the text thereof)) on and as of the Effective Time, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Time, such representations and warranties shall continue to be true and correct in all material respects (Bexcept that such materiality qualifier shall not be applicable to the extent that any representations and warranties already are qualified or modified by materiality in the text thereof) as of such specified earlier date, and (ii) no Event of Default has shall have occurred and is be continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (vii3) a secretary’s certificate from each Credit Party of the Borrower dated the Effective Time and certifying (i) that that there have been no changes to the organizational documents of the Borrower since the Effective Date or attaching such Person’s (A) officers’ incumbencyamendments, (Bii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing resolutions, (C) organizational documents, the execution and (D) governmental approvalsdelivery of this Amendment and the Loan Documents executed in connection herewith, if any, with respect the performance of the Credit Agreement as amended hereby and the other Loan Documents and the extension of the Commitments pursuant hereto, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (iii) as to the Credit Documents to which such Person is a partyincumbency and specimen signature of each officer of the Borrower executing this Amendment, any Loan Document delivered in connection herewith, if any, or any other document delivered in connection herewith on behalf of the Borrower; (viii4) such documents and certificates of as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing for each Credit Party in of the state in which each such Person is organized, which certificates shall be (A) dated a date not earlier than 30 days prior to Closing Date or (B) otherwise effective on the Closing DateBorrower; (ix5) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to for the Credit PartiesBorrower, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x6) such other documents, documents and governmental certificates, agreements, and lien searches certificates as any the Lender Party Parties may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties theretoreceived, in form and substance reasonably satisfactory to Lender and its counsel, a duly executed copy of this Agreement and the Administrative other Loan Documents, together with such additional documents, instruments, opinions and certificates as Lender and its counsel shall require in connection therewith from time to time, all in form and substance satisfactory to Agent and its counsel, including without limitation, the Lendersfollowing: (a) Certificates of Insurance with respect to Borrowers' casualty and liability insurance policies, together with loss payable endorsements on Agent's standard form of Lender Loss Payee naming Agent as lender loss payee; (b) Certified copies of (i) resolutions of Borrowers' and Guarantor's respective board of directors authorizing the execution and delivery of this Agreement and all attached Exhibits and Schedules the Loan Documents (as applicable) and the Notes payable to each Lender requesting a Noteperformance of all transactions contemplated hereby and thereby, (ii) Borrowers' and Guarantor's by-laws and limited partnership agreements, as applicable, and (iii) incumbency certificates of Borrowers and Guarantor; (iic) A copy of the Guaranty executed Articles or Certificates of Incorporation or Certification of limited partnership, as applicable, of Borrowers and Guarantor, and all amendments thereto, certified by an officer of such Borrower or by the Borrower and all Subsidiaries existing on the Closing DateSecretary of State or other appropriate official of their respective jurisdiction of incorporation; (iiid) the Security Agreement executed Good standing certificates for Borrowers and Guarantor, issued by the Borrower Secretary of State or other appropriate official of Borrowers' and Guarantor's jurisdiction of incorporation and each Subsidiary existing on jurisdiction where the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with conduct of Borrowers' businesses activities or the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all ownership 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 Collateraltheir Properties necessitates qualification; (ive) appropriate UCC and intellectual property search reports for A closing certificate signed by the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties Chief Executive Officers 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 Borrowers dated as of the Closing Date date hereof, stating that (i) the representations and warranties set forth in Section 7 hereof are true and correct on and as of such date date, (Aii) Borrowers are, on such date, in compliance with all representations the terms and warranties of the Borrower provisions set forth in this Agreement are true and correct in all material respects (except that iii) on such materiality qualifier shall not be applicable to any representations and warranties that already are qualified date no Default or modified by materiality in the text thereof), (B) no Event of Default has occurred and or is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waived; (viif) a secretary’s certificate from The Security Documents duly executed, accepted and acknowledged by or on behalf of 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 of the Credit Documents to which such Person is a partysignatories thereto; (viiig) 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 DateThe Other Agreements duly executed and delivered by Borrowers; (ixh) legal opinions The favorable, written opinion of (A) Carlton Fields P.A. and Kantor, Davidoff, Wolfe, Mandelker & Kass, ▇.▇., ▇▇▇▇▇▇▇ & to Borrowe▇▇▇▇ ▇▇▇ LLPGuarantor, 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 & t▇▇ ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇cti▇▇▇ & ▇▇▇▇▇▇ P.C.contemplated by this Agreement and any of the other Loan Documents; (i) An initial Borrowing Base Certificate from Borrowers; (j) Appropriate arrangements for payment of all fees and expenses owing hereunder; (k) Landlord Waivers for each of Borrowers' locations as listed on Exhibit 6.1 hereto; (l) UCC-1 Financing Statements and/or amendments, 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.necessary;

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

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

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Notes Notes, if requested by the applicable Lenders, payable to each applicable Lender requesting a Noteor its registered assigns; (ii) the Guaranty executed by all Subsidiaries of the Borrower and all Subsidiaries existing on the Closing Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateRestricted Credit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual property search reports for the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering Pledge Agreement executed by the properties Parent together with any certificated membership interests representing the Equity Interests of the Borrower and its Subsidiariesexecuted interest powers in blank; (v) the Mortgages encumbering at least 85% by value of the Restricted Credit Parties’ Proven Reserves described in the initial Independent Engineer’s Report; (vi) 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 's 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)) on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date, (B) no Default has occurred and is continuing; and (C) all conditions precedent set forth in this Section 3.1 have been met or waivedmet; (viiviii) a secretary’s 's certificate from each Credit Party certifying such Person’s '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 each Credit Party in the each state in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Date; (ixx) a legal opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, L.L.P. as special outside counsel to the Credit Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably acceptable to the Credit Parties, Administrative Agent; (Cxi) Hall, Estill, Hardwick, Gable, Golden & a legal opinion of ▇▇▇▇▇ ▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming local Colorado counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; (xii) a legal opinion of Browstein Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP as local Nevada counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (xiii) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. as local North Dakota counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative Agent; (xiv) the initial Independent Engineer's Report dated effective as of a date acceptable to the Administrative Agent; (xv) evidence of the distribution of the Equity Interests of Integrated Operating Solutions, LLC from the Borrower to the Parent; (xvi) evidence of the distribution of the Equity Interests of Leaf Minerals, LLC from the Borrower to the Parent; and (xxvii) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

Documentation. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders: (i) this Agreement and all attached Exhibits and Schedules and the Revolving Notes payable to the order of each Lender requesting a Noteapplicable Lender; (ii) the Guaranty executed by each Subsidiary of the Borrower and all Subsidiaries existing on the Closing Effective Date; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateCredit Party, together with (A) appropriate UCC-1 financing statements and intellectual property security agreementsstatements, if any, necessary or desirable for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued authorities and outstanding Equity Interests of each of the Borrower’s Subsidiaries required in connection with the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralCollateral described in the Security Agreement; (iv) appropriate UCC and intellectual 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 lender’s loss payee with respect to property insurance, or and additional insured with respect to liability insurance, and covering the Borrower’s and or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3that are acceptable to the Administrative Agent; (viv) a certificate from an authorized officer of the Borrower dated as of the Closing Effective Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)correct, (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.1(b) and (e) have been met or waivedmet; (viivi) a secretary’s certificate from each Credit Party and the General Partner certifying such Person’s (A) officers’ incumbency, (B) resolutions of its Board of Directors, members, general partner or other body authorizing resolutionsthe execution, (C) organizational documents, delivery and (D) governmental approvals, if any, with respect to performance of the Credit Documents to which such Person it is a party, and (C) Organization Documents; (viiivii) certificates of good standing (or the substantive equivalent available) for the General Partner and each Credit Party from the appropriate governmental officer in the state each jurisdiction in which each such Person is organizedorganized or qualified to do business, which certificates certificate shall be (A) dated a date not earlier than 30 days prior to Closing Effective Date or (B) otherwise effective on the Closing Effective Date; (ixviii) legal opinions of (A) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ US 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 & ▇Weld ▇▇▇▇▇, P.C.S.C., as Oklahoma Wisconsin counsel to the Credit Parties, and (DC) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.Business Law, as Wyoming Pennsylvania counsel to the Credit Parties, Parties each in form and substance reasonably acceptable to the Administrative Agent; and (xix) such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender Party may reasonably request.

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

Documentation. The 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, to the extent applicable, 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 2.2(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 Commitment; (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 certificates from the appropriate authoritiesGovernmental Authority certifying as to the good standing, (B) certificates, together with undated, blank stock powers for each such certificate, representing all of the issued existence and outstanding Equity Interests authority of each of the Borrower’s Subsidiaries Credit Parties in all jurisdictions where required in connection with by the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralAdministrative 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 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 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 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 have been met or waived(assuming that the Administrative Agent and the Lenders have completed their due diligence review as required by Section 3.1(b) and assuming the Administrative Agent and the Lenders are satisfied with all items that have been delivered by the Borrower and its Subsidiaries pursuant to this Section 3.1); (viiv) copies, certified as of the Closing Date by a secretary’s certificate from Secretary or an Assistant Secretary of the appropriate Person of (A) the resolutions of the Board of Directors of each Credit Party certifying such Person’s (A) officers’ incumbencyapproving the Credit Documents to which it is a party and the transactions contemplated thereby, (B) authorizing resolutionsthe organizational documents of each Credit Party, and (C) organizational documents, all other documents evidencing other necessary corporate action and (D) governmental approvals, if any, with respect to this Agreement and the other Credit Documents; (vi) certificates of a Secretary or an Assistant Secretary of each of the Credit Parties certifying as of the Closing Date the names and true signatures of officers of the Credit Parties authorized to sign this Agreement, the Notice of Borrowing and the other Credit Documents to which such Person is Credit Parties are a party; (viiivii) 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) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock in form and Stone, P.L.C., as Michigan counsel substance reasonably satisfactory to the Credit Parties, Administrative Agent; (Cviii) Hall, Estill, Hardwick, Gable, Golden & a favorable opinion dated as of the Closing Date of ▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.III, as Oklahoma general counsel to MII and 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; (ix) a certificate from the Chief Financial Officer of MII dated as of the Closing Date addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent, regarding the matters set forth in Section 4.22; (x) a certificate from the Chief Financial Officer of MII addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably satisfactory to the Administrative Agent and shall reaffirm that as of the Closing Date the projections prepared by the Borrower and included in the Confidential Information Memorandum dated November 2003 that was delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared based upon the assumptions generally stated therein and the best information reasonably available to such officer at the time such projections were made, shall describe any material changes in such information prior to the Closing Date and state that such changes would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change to occur; (xi) copies of each promissory note evidencing Intercompany Debt, if any; (xii) acknowledgment from CT Corporation System as of the Closing Date with respect to its irrevocable appointment by each Credit Party pursuant to Section 11.12(b); and (xxiii) such other documents, governmental certificates, agreements, certificates and lien searches agreements 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 (or deemed 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 2.04 payable to the Guaranty executed by order of such requesting Lender in the Borrower and all Subsidiaries existing on the Closing Dateamount of its Commitment; (iii) the except as otherwise provided in Section 5.16, a Security Agreement executed by the Borrower and each Subsidiary existing on the Closing DateLoan Party, together with (A) appropriate UCC-1 financing statements and intellectual property security 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 to the extent set forth on Schedule 3.01(a)(iv), a Pledge Agreement executed by each Person that has an Equity Interest in a Loan Party 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 such Person in such Loan Party, together with certificates, 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 except as otherwise provided in Section 5.16 and as indicated on Schedule 1.01(c), the Administrative Agent as loss payee Mortgages (or appropriate amendments or supplements thereto), together with respect any other documents, agreements or instruments necessary to property insurance, or additional insured with respect to liability insurance, create and covering the Borrower’s and its Subsidiaries’ Properties with continue an Acceptable Security Interest in such insurance carriers, for such amounts and covering such risks as required by Section 5.3Mortgaged Properties; (vi) an Account Control Agreement among the applicable Loan Party, the Collateral Agent and each financial institution identified on Schedule 4.17 (other than the Collateral Agent) except to the extent an account control agreement is not required to perfect the Collateral Agent’s Lien under applicable law; (vii) 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 Loan Parties set forth in this Agreement and in the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), respects; (B) no Default has occurred and is continuing; and (C) all the conditions precedent set forth in this Section 3.1 3.01 have been met or waivedmet; (viiviii) copies of the certificate or articles of incorporation or other equivalent Organization Document, including all amendments thereto, of each Loan Party, certified by the Secretary of State (or equivalent governmental officer) of the state or jurisdiction of its organization; (ix) 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 Organization 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) organizational documentsthat the certificate or articles of incorporation or other equivalent Organization 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 (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; (x) 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 (viii) above; (xi) certificates from the appropriate Governmental Authority certifying as to the good standing, existence and authority of good standing for each Credit Loan Party in the state in which each such Person is organizedjurisdiction of its incorporation or formation and, which certificates shall to the extent the failure to so qualify could reasonably be (A) dated expected to have a date not earlier than 30 days prior Material Adverse Effect, any other jurisdiction where its ownership or lease of Property or conduct of its business requires it to Closing Date or (B) otherwise effective on the Closing Datebe qualified; (ixxii) legal opinions a favorable opinion dated as of (A) the Closing Date of C▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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 & W▇▇▇▇▇▇, P.C.LLP, as Oklahoma counsel to the Credit Loan Parties, ; (xiii) a favorable opinion dated as of the Closing Date from local counsel located in Panama and Canada; (Dxiv) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., a certificate from a Financial Officer of the Parent dated as Wyoming counsel of the Closing Date addressed to the Credit PartiesAdministrative Agent and each of the Lenders certifying that, before and after giving effect to the initial Borrowing contemplated hereunder, the Parent and each other Loan Party is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in Section 8.16 and 8.17 applicable to such Guarantor will be given full effect); (xv) a certificate from a Financial Officer of the Parent addressed to the Administrative Agent and each of the Lenders, which shall be in form and in substance reasonably acceptable satisfactory to the Administrative Agent, certifying that as of the Closing Date the Projections prepared by the Parent and provided to the Administrative Agent were prepared in good faith based on reasonable assumptions in light of the information reasonably available to such officer at the time such Projections were made and describing any changes in such information and stating that such changes could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (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 Collateral Agent as an additional insured as required by Section 4.13(c); (xvii) acknowledgment from C T Corporation System as of the Closing Date with respect to its irrevocable appointment by each Loan Party pursuant to Section 10.13(b); 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 On or before the day on which the initial Borrowing is made or the initial Letters of Credit are issued, the Agent shall have received the following, following duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the LendersBanks, and, where applicable, in sufficient copies for each Bank: (i) this Agreement and all attached Exhibits and Schedules Agreement, the Notes, the Guaranty by Stone Offshore, the Security Agreement, the Consents, and the Notes payable Mortgages and supplements to each Lender requesting a Notethe Mortgages to the extent required to comply with Section 5.12; (ii) proper financing statements in form appropriate for filing under the Guaranty executed by Uniform Commercial Code of all jurisdictions that the Borrower and all Subsidiaries existing on Agent may deem necessary or desirable in order to perfect the Closing DateLiens created under the Security Documents; (iii) the Security Agreement executed by the Borrower and each Subsidiary existing on the Closing Date, together with (A) appropriate UCC-1 financing statements and intellectual property security agreements, if any, necessary for filing with the appropriate authorities, (B) certificates, together with undated, blank stock powers for each such certificate, representing all a favorable opinion of the issued and outstanding Equity Interests of each 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, dated as of the Effective Date, covering such matters as any Bank through the Agent may reasonably request; (iv) a favorable opinion of Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux LLC, Louisiana counsel to the Borrower covering the Louisiana-law Mortgages and such other matters as any Bank through the Agent may reasonably request; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying (A) certificates of good standing and existence or qualification to do business for each of the Borrower and each Guarantor from its jurisdiction of organization and each jurisdiction where it is required to be qualified to do business, (B) Millerthe certificate of incorporation, Canfieldformation, Paddock or partnership of each of the Borrower and Stone, P.L.C., as Michigan counsel to the Credit Partieseach Guarantor, (C) Hallthe bylaws, Estilllimited liability company agreement, Hardwickor partnership agreement of each of the Borrower and each Guarantor, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to (D) the Credit Partiesresolutions of the Board of Directors of the Borrower and each Guarantor authorizing this Agreement and related transactions, and (DE) Draythe incumbency and signatures of the officers of the Borrower and each Guarantor authorized to execute this Agreement and related documents; (vi) a certificate of a Responsible Officer of Borrower stating that (A) the representations and warranties contained in this Agreement and the other Credit Documents are true and correct in all material respects, Dyekman(B) no Default or Event of Default exists, ▇▇▇▇ & ▇▇▇▇▇▇ P.C.and (C) all conditions set forth in this Section 3.1 and in Section 3.2 have been satisfied (assuming satisfaction by the Agent and the Banks where such satisfaction is specified in such conditions); (vii) Insurance Certificates from the Borrower’s and Guarantors’ insurance providers setting forth the insurance maintained by Borrower and Guarantors, showing that insurance meeting the requirements of Section 5.2 is in full force and effect and that all premiums due with respect thereto have been paid, showing Agent as Wyoming counsel loss payee with respect to all such property or physical damage policies and as additional insured with respect to all such liability policies, and stating that such insurer will provide Agent with at least 30 days’ advance notice of cancellation of any such policy for any reason other than for cancellation due to non-payment of the Credit Partiespremium which shall require the insurer to provide Agent with at least 10 days’ advance notice; (viii) such UCC lien search reports as Agent shall require, each conducted in form such jurisdictions and substance reasonably acceptable to the Administrative Agentreflecting such names as Agent shall request; and (xix) such other documents, governmental certificates, agreements, and lien searches as the Agent or any Lender Party Bank may reasonably request.

Documentation. The Administrative Agent shall have received Agent’s receipt of the following, duly each of which shall be originals, telecopies or copies sent by electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by all a Responsible Officer of the parties theretoBorrower (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a NoteAgreement; (ii) the Guaranty Notes executed by the Borrower and all Subsidiaries existing on the Closing Datein favor of each Lender requesting Notes; (iii) the Security Agreement executed by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority 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 capacity of each of the Borrower’s Subsidiaries required Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Security Agreement, and (C) any other documents, agreements, or instruments necessary to create, perfect or maintain an Acceptable Security Interest in the CollateralLoan Documents; (iv) appropriate UCC such documents and intellectual property search reports for certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) such financial information relating to 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 as the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, and covering the Borrower’s and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3may request; (vi) a favorable opinion of counsel to the Borrower, addressed to the Administrative Agent and each Lender; (vii) a certificate from an authorized officer of a Responsible Officer of the Borrower dated as of the Closing Date stating that as of such date either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower set forth contained in this Agreement Article V (other than Section 5.22) and contained in each other Loan Document are true and correct in all material respects (except that or, to the extent any such materiality qualifier shall not be applicable to any representations representation and warranties that already are qualified or warranty is modified by materiality or Material Adverse Effect, in all respects) on and as of the text thereof)Closing Date, (B) that no Default exists as of the Closing Date or would result from the effectiveness of this Agreement; (C) that there has occurred been no event or circumstance since the date of the Audited Financial Statements that has resulted or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect; (D) the current Debt Rating and is continuingLeverage Ratio; and (CE) all conditions precedent set forth there does not exist any pending or threatened action, suit, investigation or proceeding in any court or before any arbitrator or Governmental Authority that (x) except as disclosed in this Section 3.1 have been met Agreement, either individually 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 approvalsin the aggregate, if anyadversely determined, with respect could reasonably be expected to the Credit Documents to which such Person is have 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 Material Adverse Effect or (By) otherwise effective on purports to affect any transaction contemplated under this Agreement or any Loan or the Closing Date;ability of the Borrower to perform its obligations under this Agreement or any Loan Document; and (ix) legal such other assurances, certificates, documents, consents or opinions of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as special counsel to the Credit Parties, (B) Miller, Canfield, Paddock and Stone, P.L.C., as Michigan counsel to the Credit Parties, (C) Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., as Oklahoma counsel to the Credit Parties, and (D) Dray, Dyekman, ▇▇▇▇ & ▇▇▇▇▇▇ P.C., as Wyoming counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent; and (x) such other documents, governmental certificates, agreements, and lien searches as any Lender Party Agent or the Required Lenders reasonably may reasonably requestrequire.

Documentation. The Administrative Agent Lender shall have received the followingfollowing documents, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent Lender and the Lendersits counsel: (A) certified copies of Borrower's casualty insurance policies, together with endorsements naming Lender as loss payee and as mortgagee pursuant to a standard mortgagee clause, and certified copies of Borrower's liability insurance policies, together with endorsements naming Lender as a co-insured; (B) copies of all filing receipts or acknowledgments issued by any governmental authority to evidence any filing or recordation necessary to perfect the Liens of Lender in the Collateral and evidence that such Liens constitute valid and perfected security interests and Liens, having the Lien priority specified in Section 4.2 hereof; (C) landlord or warehouseman agreements with respect to all premises leased by Borrower; (D) a copy of the Articles or Certificate of Incorporation of Borrower, and all amendments thereto, certified within 15 days before the closing by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (E) a copy of the bylaws of Borrower, and all amendments thereto, certified as of the closing date by the Secretary of the Borrower; (F) good standing certificates for Borrower, issued within 15 days before the closing by the Secretary of State or other appropriate official of Borrower's jurisdiction of incorporation and each jurisdiction where the conduct of Borrower's business activities or the ownership of its Properties necessitates qualification; (G) a closing certificate signed by the chief executive officer and chief financial officer of Borrower dated as of the date hereof, stating that (i) the representations and warranties set forth in Section 8 hereof are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and all attached Exhibits and Schedules and the Notes payable to each Lender requesting a Note(iii) on such date no Default or Event of Default has occurred or is continuing; (iiI) Shareholder Pledge Agreement from Parent, for 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 Datebenefit of Lender, 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 original stock powers for each such certificate, representing all certificates evidencing 100% of the issued and outstanding Equity Interests capital stock of each of the Borrower’s Subsidiaries required , together with original stock powers duly executed 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 Collateralblank by Parent; (ivJ) appropriate UCC the Other Agreements duly executed and intellectual property search reports for delivered by Borrower and/or the Borrower and its Subsidiaries reflecting no prior Liens (other than Permitted Liens) encumbering the properties of the Borrower and its SubsidiariesGuarantors, as appropriate; (vK) certificates the written opinion of insurance naming Fout▇ & ▇oor▇, ▇.L.P., counsel to Borrower and Guarantors, regarding Borrower, Guarantors, the Administrative Agent as loss payee with respect to property insurance, or additional insured with respect to liability insurance, Loan Documents and covering the Borrower’s transactions contemplated by this Agreement and its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks as required by Section 5.3the Other Agreements; (viL) a certificate from an authorized officer Guaranty agreements in form and substance satisfactory to Lender, whereby Borrower unconditionally guarantees payment of the Borrower dated as all Indebtedness 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 Sepco and/or Bayou Pumps and/or American MRO 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 waivedLender; (viiM) a secretary’s certificate letter from each Credit Party certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, (C) organizational documents, and (D) governmental approvals, if any, with respect counsel to the Credit Documents to which such Person is a party; (viii) certificates of good standing for each Credit Party in the state in which each such Person is 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) Jeff▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇ Pelican State Supply Company, a Louisiana corporation, authorizing Lender to rely on such counsel's written opinion to Parent and Borrower; (N) a collateral assignment of the Agreement and Plan of Reorganization, in form and substance satisfactory to Lender, whereby Borrower and Parent collaterally assign to Lender all of the right, title and interest of Borrower and Parent in the Agreement and Plan of Reorganization, duly executed by Borrower and Parent, and consented to by Jeff▇▇▇ ▇. ▇▇▇▇▇▇ 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.Pelican State Supply Company, as Wyoming counsel a Louisiana corporation; (O) Lender shall have received evidence satisfactory to it that each of the Credit Parties, each conditions precedent set forth in form the Agreement and substance reasonably acceptable to Plan of Reorganization has been satisfied and that the Administrative Agenttransaction has been concluded in accordance with the terms of the Agreement and Plan of Reorganization and the other Transaction Documents; and (xP) such other documents, governmental certificates, agreements, instruments and lien searches agreements as any Lender Party may shall reasonably requestrequest in connection with the transaction contemplated hereby.