Common use of Conditions of Initial Credit Extension Clause in Contracts

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate 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 Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 Agent, each Arranger and each of the Lenders: (i) fully executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Principal Borrower; (ii) a Note executed by Borrower the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty (provided that with respect to all of the above other than resolutions or similar approval/authority documents, to the extent such materials were delivered in connection with the Existing Revolving Credit Agreement, the Loan Parties shall be permitted to provide certificates of no change with respect to such items); (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownershipof such Loan Party’s incorporation, lease organization, or operation of properties or the conduct of its business requires such qualificationformation, except to the extent that failure to do so would not have a Material Adverse Effectas applicable; (v) a favorable opinion opinions of Xxxxxxxx (1) Xxxxxx XX XXXXxxxxxx LLP, Xxx Xxxx special counsel to the Loan Parties Parties, (2) Xxxxxxx X. Xxxxxx, general counsel of the Principal Xxxxxxxx, and local (3) Xxxxxx and Xxxxx, LLP, counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedAdministrative Agent, in each case, addressed to the Administrative Agent and each Lender, as to such the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer the chief financial officer of each Loan Party the Principal Borrower: (A) either (A1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such the Loan Party Parties and the validity against such the Loan Party Parties of the Loan Documents to which it each is a party, and such consents, licenses and approvals shall be in full force and effect, or (B2) stating that no such consents, licenses or approvals are so required; (viiB) a certificate signed by a Responsible Officer of Borrower certifying (A1) that immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated therein to occur on such date, (x) each Borrower is, and the Loan Parties, taken as a whole, are, Solvent, (y) no Default or Event of Default exists, and (z) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier), (2) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B3) that 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, either individually or in the aggregate, a Material Adverse Effect; Effect (viiiexcept as qualified in clause (b) a duly completed Borrowing Base Report below), and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix4) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectcurrent Credit Ratings; and (xiC) demonstrating compliance, as of the end of the fiscal period ended December 31, 2020, with the financial covenants contained in Section 7.08 by detailed calculation thereof (which calculation shall be in form satisfactory to the Administrative Agent and which shall include, among other things, an explanation of the methodology used in such calculation and a breakdown of the components of such calculation); and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers or the Required Lenders reasonably may require. (b) There shall not have occurred a material adverse change since December 31, 2020 in the business, assets, operations or financial condition of the Borrowers and the other Loan Parties, taken as a whole, or in the facts and information, taken as a whole, regarding such entities as represented to date. (c) There shall not exist any action, suit, investigation, or proceeding pending or threatened in writing, in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect. (d) Any fees required to be paid on or before the Closing Date shall have been paidpaid (or provisions reasonably satisfactory to the Administrative Agent shall have been made for the concurrent payment thereof). (ce) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (df) The IPO (i) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrowers shall have occurredprovided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Closing Date; and (ii) at least five (5) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the GuarantiesSecurity Agreements, and the applicable Pledge AgreementsGuaranties, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Borrowers; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXX. Faneuil, Xxx Xxxx Esq. and Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, a favorable opinion of Xxxxxxx, counsel to Cascade, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Cascade and such other matters concerning Cascade as the Required Lenders may reasonably request, a favorable opinion of Xxx Xxxxxx, counsel to Puritan Oil, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Puritan Oil and such other matters concerning Puritan Oil as the Required Lenders may reasonably request and a favorable opinion of Xxxxxxx Xxxxx LLP, counsel to Global Canada, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Global Canada and such other matters concerning Global Canada as the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xiix) a fully executed Perfection Certificate from each Loan Party and the results of Uniform Commercial Code searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) The IPO Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have occurredbeen duly effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent and each of the Lenders shall have received from the Borrowers the Borrowing Base Report as of March 31, 2017. (f) The Administrative Agent and each of the Lenders shall have received the Audited Financial Statements, as well as the operating projections through the Maturity Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, if applicable, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by Borrower the Company in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Company is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Company is duly organized or formed, and that each Loan Party the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of (x) Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseCompany, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties Company and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party the Company 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 Company of the Loan Documents to which it is a party, and certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Existing Loan Agreement has been or concurrently with the Closing Date, signed by a Responsible Officer of BorrowerDate is being terminated and all Liens securing obligations under the Existing Loan Agreement have been or concurrently with the Closing Date are being released; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to the Opco Credit Agreement shall be maintained pursuant to the Loan Documents has been obtained and is in effecteffective substantially simultaneously herewith; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in Delaware and in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Sxxxxxxxxx Xxxxxx XX XXX& Bxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties Borrower and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseits Subsidiaries, addressed to the Administrative Agent and each Lender, as to such matters concerning in the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestform of Exhibit E; (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party 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; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, ; and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Existing Credit Agreement has been or concurrently with the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that Date is being terminated and all insurance required to be maintained pursuant to the Loan Documents has obligations thereunder have been obtained and is satisfied in effectfull; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentconditions: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) ), unless otherwise specified in the Post-Closing Letter, and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, each Guaranty and the applicable Pledge AgreementsDeed of Trust, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting the Lender, in a Noteprincipal amount equal to the Lender’s Term Commitment; (iii) certificates showing the existence of all insurance policies required by Section 6.07, naming the Administrative Agent as loss payee and additional insured. (iv) such certificates of resolutions or other similar action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party which is not a natural Person as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each such Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx counsel to the Loan Parties and local counsel addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vivii) a certificate of a Responsible Officer or Secretary 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; (viiviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that to the knowledge of the Responsible Officer 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, either individually or in the aggregate, a Material Adverse Effect; (viiiix) a duly completed Borrowing Base Report and Compliance Certificate as solvency certificate signed by the treasurer of the Closing DateBorrower, signed by a Responsible Officer of Borrower; (ix) in form and substance satisfactory to the Property Information with respect to each of the Initial Borrowing Base PropertiesAdministrative Agent; (x) evidence an asset appraisal and environmental assessment report with respect to the Mortgaged Property, in form and substance satisfactory to the Administrative Agent, and in compliance with the requirements of any applicable Laws; (xi) a fully paid ALTA lender’s policy of title insurance in an amount required by the Administrative Agent, showing no exceptions that all insurance required would materially impair the value of the Mortgaged Property, containing customary endorsements and otherwise in form and substance satisfactory to the Administrative Agent, insuring the Deed of Trust to be maintained pursuant a valid, perfected, first priority Lien on the Mortgaged Property, together with a current survey in form and substance and containing a certification to the Loan Administrative Agent satisfactory to the Administrative Agent; (xii) amendments to the Existing Credit Agreement and the Existing Credit Agreement Collateral Documents has been obtained to permit the Indebtedness under this Credit Agreement and is in effectto cause the Existing Credit Agreement Collateral Documents to secure, pari passu, the Existing Credit Agreement Obligations and the Secured Obligations; and (xixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer Agent or the Required Lenders reasonably may require. (b) The Administrative Agent shall have received on or before the Closing Date a fee in the amount of the product of (A) 1.00% and (B) the Aggregate Term Commitments. Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before January 31, 2008. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsSubsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxxx Xxxx & Xxxxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; Effect and (viiiC) a duly completed Borrowing Base Report and Compliance Certificate calculation of the Consolidated Funded Indebtedness to Capitalization Ratio as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (xviii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiix) such other assurancesevidence that the Specified Existing Indebtedness has been or concurrently with the Closing Date is being paid in full, certificates, documents, consents any related credit facilities are terminated and all Liens securing the same have been or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may requireconcurrently with the Closing Date are being released. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced three Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders:): (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, Agreement sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) executed counterparts of the Security Documents listed on Schedule 4.01 (other than the Mortgages described below); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the other Loan Party Parties is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectorganization; (vvi) (A) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX& Xxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and (B) a favorable opinion of McAfee & Xxxx, Oklahoma counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the enforceability of the Mortgages in Oklahoma and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 Borrower certifying (A) certificates evidencing that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) effect in such other assurances, certificates, documents, consents or opinions types and amounts as shall be reasonably satisfactory to the Administrative Agent, L/C Issuer or Required Lenders reasonably may require.naming Administrative Agent as additional insured on liability policies and loss payee with regard to property and casualty policies; (bi) Any fees required to be paid on or before the Closing Date shall have been paid. pursuant to the Fee Letters and (cii) Unless waived by Administrative Agent, Borrower shall have paid all reasonable fees, charges and disbursements of counsel and any local counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to the Closing Date), plus such additional amounts of such feesfees (including all filing and recording fees and taxes), charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it such counsel through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent), in each case to the extent invoiced at least one Business Day prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall have been or will be simultaneously paid with the initial Credit Extension hereunder. (c) To the extent not identified as a post-closing obligation on Schedule 6.20, the Lenders shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority Lien and security interest, subject only to Permitted Encumbrances, in Collateral including Mortgages covering Proved Mineral Interests that have a Recognized Value of not less than the 80% of the Recognized Value of all Proved Mineral Interests (provided that any Loan Document or Mortgage that secures a maximum principal sum less than the Recognized Value of the Proved Mineral Interests shall be deemed to cover and encumber a Recognized Value equal to the maximum principal sum secured) owned by the Loan Parties on the Closing Date and included in the Borrowing Base in effect on the Closing Date and covering the Xxxxxxx Midstream Gathering System, duly executed and delivered by the applicable Loan Parties, together with such other searches, assignments, conveyances, agreements and other writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Administrative Agent. (d) The IPO Lenders shall have occurredreceived certification as to the Solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Acquisition, from the Chief Financial Officer of the Borrower. (e) After giving effect to the consummation of the Acquisition, the payment of the full purchase price and applicable transactions costs for the Acquisition, all fees and expenses in connection with the closing of this Agreement and the other Loan Documents, and other organizational costs incurred prior to the Closing Date, Availability shall equal or exceed 15% of the Borrowing Base. (f) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower (a) attaching a true and complete copy of the Acquisition Agreement and (b) certifying that the Acquisition shall have been, or shall contemporaneously with the Closing Date be, consummated as set forth in Section 4.01(g). (g) (i) The Acquisition shall have been consummated (or shall be consummated simultaneously with the initial Credit Extension hereunder) in accordance with the Acquisition Agreement, and no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified in a manner that is materially adverse to the Lenders without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that any waiver, amendment, supplement or other modification (x) to the definition of “Material Adverse Effect” in the Acquisition Agreement or (y) to the “Xerox” provisions in Section 15.5 of the Acquisition Agreement, shall in each case be deemed to be materially adverse to the interests of the Lenders); provided that any amendment, supplement, modification or other purchase price adjustment (a) increasing the amount of the consideration required to consummate the Acquisition shall not be materially adverse to the Lenders so long as such increased consideration is funded with equity or borrowings under the Credit Agreement (subject to Section 4.01(f)) and (b) reducing the amount of the consideration required to consummate the Acquisition shall not be materially adverse to the Lenders so long as (x) such decrease is not more than ten percent (10%) of the required consideration set forth in the Acquisition Agreement or (y) such reduction is applied to reduce the Equity Investment and the Borrowing Base on a pro rata basis (subject to Section 4.01(f)) and (ii) the Borrower shall have received additional proceeds to include at least $375,000,000 in cash proceeds from the Equity Investment. (h) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, the documentation and other information that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, that have been requested in writing at least seven calendar days before the Closing Date. (i) The Administrative Agent shall have received, to the extent related to the Acquired Assets, (i) monthly production and accounting lease operating statements for the fiscal year ended December 31, 2013 and through July 31, 2014, (ii) the Borrower’s capital budget for the fiscal year ended 2015 (including overhead), (iii) Imbalances (as defined in the Acquisition Agreement) as of July 31, 2014, and (iv) estimated plugging and abandonment and other asset retirement liability for the fiscal year ended 2015. The information provided to the Administrative Agent pursuant to this Section 4.01(i) need not be prepared in compliance with GAAP or Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805. (j) The Administrative Agent shall have received customary quarterly financial projections for oil and gas transactions of a similar nature (including balance sheets, income statements and statements of cash flow) of the Borrower and its Subsidiaries for the first fiscal year after the Closing Date and customary annual financial projections for oil and gas transactions of a similar nature (including balance sheets, income statements and statements of cash flow) of the Borrower and its Subsidiaries for each fiscal year thereafter for the term of this Agreement. (k) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that no fact, event or circumstance shall have occurred or arisen since November 19, 2014 (other than Casualty Losses) that has had, or would reasonably be expected to have, an Acquisition Material Adverse Effect. (l) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct on and as of the Closing Date in all material respects (except that those Specified Representations and Specified Acquisition Agreement Representations that are qualified by materiality or with respect to a Material Adverse Effect shall be true and correct in all respects). (m) The Administrative Agent shall have received the Initial Reserve Report. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of (x) Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-1 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, and (y) Nossaman LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (the “Initial Opinion”), as to the matters set forth in Exhibit G-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) a certificate 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 certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Existing Loan Agreement has been or concurrently with the Closing Date, signed by a Responsible Officer of BorrowerDate is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to the Holdco Credit Agreement shall be maintained pursuant to the Loan Documents has been obtained and is in effecteffective substantially simultaneously herewith; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxxxx and Xxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a), (b) and (bc) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower ended on June 30, 2017; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on June 30, 2017, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance satisfactory to the Administrative Agent, regarding the Solvency of (A) the Borrower, (B) each of the other Loan Parties, and (C) the Consolidated Parties on a consolidated basis; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid hereunder or under the Fee Letters on or before the Closing Date shall have been paidpaid (provided such fees may be paid from the proceeds of such initial Credit Extension). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Borrower and each other Loan Party contained in Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds thereof. (f) There shall not have occurred any event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of the Borrower and/or Guarantors, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. (h) The Parent REIT and the Borrower shall have occurredentered into (i) the US Bank Facility, the PNC Facility, the Capital One Facility and the US Bank Lessee Line of Credit and (ii) a conforming amendment to the Senior Notes, each in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge Agreementsother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note the Notes, executed by Borrower the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXX. Faneuil, Xxx Xxxx Esq., counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.2(a) and (b) have been satisfied, satisfied and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that each of the Existing Credit Agreement and the GPC Credit Agreement (as such term is defined in the Existing Credit Agreement) have been or concurrently with the Closing Date are being terminated and all Liens securing obligations under the Existing Credit Agreement and the GPC Credit Agreement have been or concurrently with the Closing Date are being released; (x) a fully executed Perfection Certificate from each Loan Party and the results of Uniform Commercial Code searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory the Administrative Agent; (xi) the most recent Accounts Receivable aging report of the Borrowers dated as of a date which shall be no more than fifteen (15) days prior to the Closing Date and the Borrowers shall have notified the Administrative Agent in writing on the Closing Date of any material deviation from the Accounts Receivable values reflected in such Accounts Receivable aging report and shall have provided the Administrative Agent with such supplementary documentation as the Administrative Agent may reasonably request; and (xixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) The IPO Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have occurredbeen duly effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent and each of the Lenders shall have received from the Borrowers the initial Borrowing Base Report and marked-to-market inventory report each as at . (f) Evidence satisfactory to the Administrative Agent and each of the Lenders that MLP has consummated the initial public offering of its limited partnership units and has received gross cash proceeds in connection therewith of not less than $90,000,000. (g) Evidence satisfactory to the Administrative Agent and each of the Lenders of the corporate and capital structure of the Loan Parties. (h) The Administrative Agent and each of the Lenders shall have received the result of a commercial financial examination of the Borrowers, such examination to have been completed not more than prior to the Closing Date, and the results thereof shall be satisfactory in all respects to the Administrative Agent and the Lenders. Without limiting the generality of the provisions of the last paragraph of Section 10.039.4, for purposes of determining compliance with the conditions specified in this Section 5.014.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative AgentThe Lender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent the Lender and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Guaranties, Lender and the applicable Pledge AgreementsCompany; (ii) executed counterparts of the Guaranty, sufficient in number for distribution to Administrative Agent, each Lender, the Lender and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Notethe Company; (iii) Notes executed by the Borrowers in favor of the Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as Administrative Agent the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXXxxxx & XxXxxxxx LLP, Xxx Xxxx counsel to the Loan Parties Borrowers and local counsel the Parent, each addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Lender may reasonably request; (vivii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Parent (A) certifying that (A) each of the Material Credit Agreements are in full force and effect and that no default or event of default (howsoever defined) has occurred and is continuing under any of the Material Credit Agreements and (B) certifying that the financial covenants set forth in Section 5.10 of the Guaranty are no less restrictive than the financial covenants set forth in the Material Credit Agreements; (ix) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements June 30, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders the Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agentthe Lender, Borrower the Company shall have paid all fees, charges and disbursements of counsel to Administrative Agent the Lender (directly to such counsel if requested by Administrative Agentthe Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and Administrative Agentthe Lender);. (d) The IPO Closing Date shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03occurred on or before November 12, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2009.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and Loan Party Parties is validly existing, in good standing and qualified to engage in business in its state of incorporation (or formation) and in each jurisdiction where its ownership, lease or operation of properties or other state requested by the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse EffectAdministrative Agent; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, substantially in the form attached hereto as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestExhibit H; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurred. occurred on or before April 12, 2011 Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence of the Closing Date, the initial effectiveness of this Agreement and obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity), 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such Organization Documents and other certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer of each Loan Party (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectincorporation or organization; (v) a the favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXXxxx & Spalding LLP, Xxx Xxxx counsel to the Loan Parties Parties, and local counsel to the Loan Parties in Parties, acceptable to the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, Administrative Agent addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to such matters concerning the Loan Parties and Administrative Agent, covering enforceability of the Loan Documents as Administrative Agent may reasonably requestand other customary matters to be agreed upon; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) the calculation of the Consolidated Leverage Ratio as of March 31, 2022 (prepared on a pro forma basis to take into account Credit Extensions made on the Closing Date); (viiivii) a duly completed Borrowing Base Report and Compliance Certificate dated as of the last day of the fiscal quarter of the Borrower ended March 31, 2022 (prepared on a pro forma basis to take into account Credit Extensions made on the Closing Date), signed by a Responsible Officer of Borrowerthe Parent; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, or the Required Lenders reasonably may require; and 66 4887-6582-6072 v.11 (ix) (A) upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least five (5) days prior to the Closing Date and (B) at least three (3) days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (b) Any fees required to be paid to the Administrative Agent, the Arrangers or any other Lender (whether pursuant to the Fee Letter or otherwise) on or before the Closing Date shall have been paidpaid (including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under this Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) There shall not have occurred. Without limiting occurred a material adverse change since December 31, 2021 in the generality business, assets, liabilities (actual or contingent), operations or financial condition of the Loan Parties taken as a whole. (g) There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Loan Parties or any transaction contemplated hereby, or that would reasonably be expected to have a Material Adverse Effect. (h) The Loan Parties shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with which would reasonably be expected to have a Material Adverse Effect. (i) The Loan Documents must not violate any provision of Applicable Laws, constitutive documents, orders of any Governmental Authority, the provisions of any material agreement to which any Loan Party may be subject or result in the last paragraph creation or imposition of Section 10.03, for purposes any Lien on the assets or property of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoany Loan Party.

Conditions of Initial Credit Extension. The obligation effectiveness of L/C Issuer this Amended and each Lender to make its initial Restated Credit Extension hereunder is Agreement shall be subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, Agreement sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Lead Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (viv) a favorable legal opinion of Xxxxxx Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx U.S., counsel to the Loan Parties Parties, and local Gowlings WLG, Canadian counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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; (viiv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Restatement Effective Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are 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, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (viiivi) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing last day of the Fiscal Quarter of the Lead Borrower and its Subsidiaries most recently ended prior to the Restatement Effective Date, signed by a Responsible Officer of the Lead Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (xvii) evidence that all insurance required to be maintained pursuant to the Loan Documents has and all endorsements in favor of the Administrative Agent required under the Loan Documents have been obtained and is are in effect; and; (viii) evidence reasonably satisfactory in form and substance to the Administrative Agent that a portion of the proceeds of the Term Loan have been used to repay the all of the Tranche A-1 Outstandings and Obligations (including fees and interest) in respect thereof and that the Tranche A-1 Commitments thereunder have been terminated; (ix) each Security Document or amendment thereto set forth on Schedule 4.01(a) required to be executed on the Restatement Effective Date as indicated on such schedule, duly executed by each Loan Party a party thereto and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties, and all documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents, as set forth on Schedule 4.01(a); (x) subject to Section 6.21, all other Loan Documents (including without limitation the Intercreditor Agreement), each duly executed by the applicable Loan Parties; (xi) such results of searches or other assurances, certificates, documents, consents or opinions evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, L/C Issuer except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any Mortgages, and releases or Required Lenders subordination agreements reasonably may require.satisfactory to the Administrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (b) Any After giving effect to the funding of the Term Loans and repayment of the Tranche A-1 Outstandings, Excess Availability shall be not less than $45,000,000. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Restatement Effective Date, as of February 27, 2016, with a roll-forward, in form acceptable to the Administrative Agent to the Restatement Effective Date and, in each case, executed by a Responsible Officer of the Lead Borrower. (d) The Administrative Agent shall have received the Audited Financial Statements. (e) The Administrative Agent shall have received and be satisfied with (i) a detailed annual forecast for the period commencing on the Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet, and statement of cash flow, (ii) a detailed forecast for the period commencing on the Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet and statement of cash flow, by month (iii) any updates to the projections described in clauses (i) and (ii), in each case in form and substance reasonably satisfactory to Administrative Agent, and (iv) copies of interim unaudited financial statements for each quarter and month since the date of the Audited Financial Statements, in each case of the foregoing clauses (i) through (iv), prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (g) all fees required to be paid to the Administrative Agent or the Arranger on or before the Closing Restatement Effective Date shall have been paidpaid in full (including without limitation the fees referred to in the Fee Letter), and all fees required to be paid to the Lenders on or before the Restatement Effective Date shall have been paid in full. (ch) Unless waived by Administrative Agent, Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two (2) Business Days prior to the Closing Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that provided, that, such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (di) The IPO Administrative Agent shall have occurredreceived copies of all of the Term Loan Documents, in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received all documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Restatement Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation occurrence of L/C Issuer and each Lender to make its initial Credit Extension hereunder the Closing Date is subject to satisfaction of the following conditions precedent:precedent (except to the extent waived pursuant to Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and each other Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx (i) Xxxxxx XX XXX& Xxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such the matters concerning set forth in Exhibit G, and (ii) local counsel for Xxxx Dress For Less, Inc. as to due authorization, execution and delivery of the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestGuaranty; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO All Obligations under (and as defined in) the Existing Credit Agreement shall have occurredbeen paid in full (other than inchoate contingent obligations not then due or payable) and all commitments thereunder shall have been terminated. (e) The Closing Date shall have occurred on or before March 15, 2011. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter received by it (or deemed to be received by such Lender by having been posted on IntraLinks) required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative AgentThe Lender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent the Lender and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Guaranties, Lender and the applicable Pledge AgreementsCompany; (ii) executed counterparts of the Guaranty, sufficient in number for distribution to Administrative Agent, each Lender, the Lender and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Notethe Company; (iii) Notes executed by the Borrowers in favor of the Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as Administrative Agent the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXBxxxx & MxXxxxxx LLP, Xxx Xxxx counsel to the Loan Parties Borrowers and local counsel the Parent, each addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Lender may reasonably request; (vivii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Parent (A) certifying that (A) each of the Material Credit Agreements are in full force and effect and that no default or event of default (howsoever defined) has occurred and is continuing under any of the Material Credit Agreements and (B) certifying that the financial covenants set forth in Section 5.10 of the Guaranty are no less restrictive than the financial covenants set forth in the Material Credit Agreements; (ix) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2005 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders the Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agentthe Lender, Borrower the Company shall have paid all fees, charges and disbursements of counsel to Administrative Agent the Lender (directly to such counsel if requested by Administrative Agentthe Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and Administrative Agentthe Lender); provided, however, and notwithstanding Section 10.04(a) to the contrary, the maximum amount the Company shall be obligated to pay in connection with the preparation, negotiation, execution, delivery of this Agreement and the other Loan Documents contemplated by this Section 4.01 shall be $44,000. (d) The IPO Closing Date shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03occurred on or before September 15, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2006.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the GuarantiesGuaranty, and the applicable Stock Pledge Agreements, and the Intercreditor Agreement sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxx Xxxxxx, Xxx Xxxx general counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such the matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestset forth in Exhibit F; (vi) a favorable opinion of Xxxxxxxx & Knight L.L.P., counsel to Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Credit Agreement, the Notes and the Guaranty under Texas law; (vii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; ; and (viiiC) a duly completed Borrowing Base Report and Compliance Certificate the calculation of the Debt to Capitalization Ratio as of the Closing DateDecember 31, signed by a Responsible Officer of Borrower2002; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (x) a budget of Borrower and its Consolidated Subsidiaries for the fiscal year 2003, prepared by the Financing Planning Department of the Borrower and approved by the Board of Directors of the Borrower; (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements projections of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurred. Without limiting its Consolidated Subsidiaries for the generality fiscal years 2003 through 2006, prepared by the Financing Planning Department of Borrower and reviewed by the provisions Chief Financial Officer of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Borrower;

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, the Borrower and Borrowereach Guarantor; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable an opinion of Xxxxxxxx Xxxxxx, Xxxxxx XX XXX& Xxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viiivii) a duly completed Borrowing Base Report the Audited Financial Statements and Compliance Certificate as the unaudited financial statements of the Closing Date, signed by a Responsible Officer of Borrower; (ixBorrower referred to in Sections 5.05(a) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require5.05(b). (b) Any fees required to be paid on or before Upon the Closing Date reasonable request of any Lender, the Borrower shall have been paidprovided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) Unless waived by The Administrative Agent, Borrower the applicable Arranger and Lenders shall have paid received all fees, charges charges, disbursements and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) expenses to the extent invoiced prior to the Closing DateDate (including the reasonable fees and expenses of legal counsel to the Administrative Agent and the applicable Arranger) (and paid directly to such counsel if requested by the Administrative Agent), plus in each case, owing pursuant to the Loan Documents, which invoice may include such additional amounts of such fees, charges charges, disbursements and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements expenses incurred or reasonably expected to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurredproceedings. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of L/C Issuer this Agreement and each Lender to make its initial the amendment and restatement of the Existing Credit Extension hereunder Agreement is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of (A) this Agreement sufficient in number for distribution to the Administrative Agent and its counsel, each Lender and the Company and (B) (1) the Security Agreement, (2) the GuarantiesPledge Agreement, (3) the Escrow and the applicable Pledge AgreementsSecurity Agreement and (4) each Guaranty required to be delivered in connection herewith, in each case, sufficient in number for distribution to the Administrative Agent, each Lender, the Administrative Agent’s counsel and Borrowerthe Company; (ii) (A) a Revolving Note executed by Borrower the Company in favor of each Lender requesting a Revolving Note, (B) a New Vehicle Floorplan Note executed by the New Vehicle Borrowers in favor of each Lender requesting a New Vehicle Floorplan Note, and (C) a Used 107 Vehicle Floorplan Note executed by the Used Vehicle Borrowers in favor of each Lender requesting a Used Vehicle Floorplan Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the 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 the respective jurisdictions specified in Schedule 4.01, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxx Day, Xxx Xxxx counsel to the Loan Parties Parties, addressed to the Administrative Agent and each Lender, in the form attached as Exhibit L; (vi) a favorable opinion of local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseFlorida and North Carolina, addressed to the Administrative Agent and each Lender, as Lender in form and substance reasonably satisfactory to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestAgent; (vivii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect and (C) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; (viiiix) a certificate signed by the chief financial officer, treasurer or chief accounting officer of the Company, certifying that the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to this Agreement and the other Loan Documents and the Indebtedness pursuant hereto and thereto; (x) a duly completed Borrowing Base Report and Compliance Certificate in form and substance satisfactory to the Administrative Agent as of the Closing Datelast day of the fiscal quarter of the Company ended on June 30, 2019, signed by a Responsible Officer of Borrowerthe Company; (ixxi) a duly completed Revolving Borrowing Base Certificate in form and substance reasonably satisfactory to the Property Information with respect to each Administrative Agent dated as of the Initial Closing Date certifying as to the Revolving Borrowing Base Propertiesas of June 30, 2019, signed by a Responsible Officer of the Company; (xxii) a duly completed Used Vehicle Floorplan Borrowing Base Certificate, in form and substance reasonably satisfactory to the Administrative Agent dated as of the Closing Date certifying as to the Used Vehicle Floorplan Borrowing Base as of August 31, 2019, signed by a Responsible Officer of the Company; 108 (xiii) a certificate of a Responsible Officer of the Company evidencing that no consents or waivers are required pursuant to any Franchise Agreement or Framework Agreement that have not been obtained; (xiv) duly executed consents and waivers required pursuant to any Franchise Agreement or Framework Agreement (if any); (xv) a certificate of a Responsible Officer of the Company certifying that there have been no changes to the indenture delivered on and as in effect as of July 25, 2016 except (a) the addition of more guarantors and (b) changes reflected in supplements or amendments publicly filed with the SEC in accordance with SEC requirements; (xvi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Administrative Agent (on behalf of the Secured Parties ) as an additional insured or lender’s loss payee, as the case may be, on all insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xvii) consolidated balance sheets for the Company and each Subsidiary as at the end of June 30, 2019, and the related consolidated statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, including designations of New Vehicle and Used Vehicle inventories and associated lien payoffs; (xviii) forecasts (including assumptions) prepared by the management of the Company of consolidated balance sheets, income statements and cash flow statements for the Company and its Subsidiaries, in each case in form and substance reasonably satisfactory to the Administrative Agent for each of the first five fiscal years following the Closing Date; (xix) delivery by the Company and each applicable Loan Party owning any Equity Interests required to be pledged (if any) pursuant to this Agreement or the Pledge Agreement of all stock certificates evidencing such pledged Equity Interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto and (y) delivery by the Company and each other applicable Loan Party owning any Equity Interests required to be delivered in escrow pursuant to the Escrow and Security Agreement of all stock certificates evidencing such Equity Interests (xx) UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a perfected Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements; (xxi) UCC search results with respect to the Borrowers showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements reasonably satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Closing Date); (xxii) a certificate signed by a Responsible Officer of the Company certifying as to the identity of any Unrestricted Subsidiaries and that such Subsidiaries meet the requirements to be Unrestricted Subsidiaries; (xxiii) with respect to any Eligible Borrowing Base Real Estate that is reflected in the Revolving Borrowing Base Certificate delivered pursuant to clause (xi) above, each of the following, in form and substance reasonably acceptable to the Administrative Agent: (A) a FIRREA-conforming appraisal, (B) a Phase I (and, if reasonably requested by the Administrative Agent, a Phase II) environmental report for such property, and (C) such other reports or certifications as related to such Eligible Borrowing Base Real Estate as the Administrative Agent may reasonably request; 109 (xxiv) Landlord Waivers, if any, that have been received by the Company or any Subsidiary on or prior to the Closing Date; (xxv) copies of any executed Service Loaner Intercreditor Agreement with respect to any Permitted Service Loaner Indebtedness and the FMCC Intercreditor Agreement; in each case as in effect as the date hereof, and if required pursuant to the terms hereof, any additional Service Loaner Intercreditor Agreements; (xxvi) a completed environmental questionnaire covering all Loan Parties’ properties (whether leased or owned); (xxvii) a form FR U-1 executed by the Company and a duly authorized representative of the Administrative Agent; and (xixxviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any L/C Issuer Issuer, the Revolving Swing Line Lender, the New Vehicle Floorplan Swing Line Lender, the Used Vehicle Floorplan Swing Line Lender or the Required Lenders reasonably may require. (bi) Upon the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least five (5) Business Days prior to the Closing Date and (ii) at least five (5) Business Days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, Borrower the Company shall have paid all accrued fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyObligor, 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 satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or and other certificates of Responsible Officers of each Loan Party Obligor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party Obligor is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party of the Borrower, Manor Care of America, ManorCare Health Services, Inc., HCRC Inc., Health Care and Retirement Corporation of America, HCR Rehabilitation Corp., and Heartland Rehabilitation Services, Inc. is duly organized or formed, and that each Loan Party is validly existing, existing and in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectorganization; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXLatham & Watkins LLP, Xxx Xxxx special counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseObligors, addressed to Administrative xx xxx Adxxxxxxxative Agent and each Lender, as to certain of the matters set forth in Exhibit G and such other matters concerning the Loan Parties Obligors and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a favorable opinion of R. Jeffrey Bixler, the General Counsel of the Borrower, addressed to xxx Xxxxxxxxxative Agent and each Lender, as to those matters set forth in Exhibit G not otherwise covered in the opinion referenced in clause (v) and such other matters concerning the Obligors and the Loan Documents as the Required Lenders may reasonably request; (vii) a certificate of a Responsible Officer of each Loan Party Obligor either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party Obligor and the validity against such Loan Party Obligor 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; (viiviii) a certificate signed by of a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) Section 4.02 have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viiiix) a duly completed Borrowing Base Report and compliance certificate, based substantially on the form of Compliance Certificate in Exhibit D, certifying only as to the Leverage Ratio as of the Closing Date, signed by a Responsible Officer of Borrower; calculated using (ixA) then current Consolidated Indebtedness for Borrowed Money as if the Property Information with respect to each of transactions contemplated hereby had been consummated and the Initial Borrowing Base Propertiesinitial Credit Extensions had been made and (B) Consolidated EBITDA for the four fiscal quarters ended March 31, 2005; (x) evidence that there exists no action, suit, investigation, litigation or proceeding affecting any Obligor or any of its Subsidiaries pending or threatened before any Governmental Authority that (A) could reasonably be expected to have a Material Adverse Effect or (B) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of any of the transactions contemplated by the Loan Documents; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xixii) evidence that, prior to or concurrently with the Closing Date, all amounts owing in respect of the Existing Credit Agreement have been paid in full and all commitments thereunder have been terminated; (xiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees and expenses required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings and syndication (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03occurred on or before May 27, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2005.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX& Xxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on June 30, 2007, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date Date, including those fees included in the Fee Letter, shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyXxxxxxxx, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, if applicable, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party Borrower is duly organized or formed, and that each Loan Party such 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 would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseBorrowers, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestAgent; (vi) a certificate of a Responsible Officer of each Loan Party Borrower 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 Borrower of the Loan Documents to which it is a party, and certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Closing Date, signed by a Responsible Officer of BorrowerOpco Credit Agreement shall be effective substantially simultaneously herewith; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or currently with the Closing Date is being terminated, all Indebtedness thereunder has been paid and is satisfied in effectfull and all Liens, if any, securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (bi) Upon the reasonable request of any Lender made prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (ii) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date date on which the Effective Time occurs (or, in the case of certificates of governmental officials, a recent date before the Closing DateEffective Time) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge Agreements, Subsidiary Guaranty sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by Borrower the Company in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or secretaries of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer an officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existingexisting and, if applicable, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectorganization or formation; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX(x) Jxxxx Day, Xxx Xxxx counsel to the Loan Parties Parties, and local counsel to (y) Sxxxx XxXxxxxxx, Esq., Senior Vice President, General Counsel and Secretary of the Loan Parties Company, substantially in the jurisdictions in which the Initial Borrowing Base Properties are locatedform of Exhibits I and J, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestrespectively; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.2(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of October 31, 2010, demonstrating compliance with the Closing Date, signed by a Responsible Officer financial covenants as of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectsuch date; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on at or before the Closing Date Effective Time shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing DateEffective Time, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its the Administrative Agent’s reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO All obligations of the Company under the Existing Credit Agreement shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03been, for purposes of determining compliance with the conditions specified or shall concurrently be, paid in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretofull.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note, with duplicate originals (if any) so marked; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party 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 would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxx, Xxx Xxxx Xxxxxxx & Xxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseBorrower, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties Borrower and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party 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; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is all obligations owing thereunder by the Borrower are, concurrently with the first Loan delivered hereunder, being paid in effectfull; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03occurred on or before May 30, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2004.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement , the Guaranties, all Security Documents and the applicable Pledge Agreementsany other Loan Documents, sufficient in number for distribution to Administrative Agent, each Lender, Lender and Borrower; (ii) if any Lender requests a Note, a Note executed by Borrower in favor of each Lender requesting a Notesuch Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx counsel to the Loan Parties and local counsel reasonably acceptable to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, Agent addressed to Administrative Agent and each Lender, as to such the matters set forth concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestreferred to in subsections (i), (iii) and (iv) above in form and substance satisfactory to Agent; (vi) a certificate 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 Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xiix) a duly completed Compliance Certificate of Borrower as of the last day of the fiscal quarter most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower; (x) such other assurances, certificates, documents, consents or opinions as Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower The Closing Date shall have paid all feesoccurred on or before December 31, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurred2006. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender the Lenders to make its honor the initial Request for Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officialsreferred to in subsections (iii), (iv), or (viii) below, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction state where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse EffectLoan Party is organized; (v) a favorable opinion of Xxxxxxxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders or the Administrative Agent may reasonably request; (vi) a certificate 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 Borrower the General Partner certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements July 31, 2006 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before August 1, 2007. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party 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 would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxx, Xxxxxxxx Xxxxxx XX XXX& Xxxxxxx PLL, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseBorrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties Borrower and its Subsidiaries and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party 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; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on March 31, 2010, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to executed Subordination Agreement by each Subsidiary and Affiliate of the Initial Borrowing Base PropertiesBorrower to which the Borrower owes any Indebtedness; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and all amounts deemed owing thereunder are paid in full; provided that each Lender that has signed this Agreement and that is a Lender (as defined in effectthe Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to have waived any notice requirements to terminate the Aggregate Commitment (as defined in the Existing Credit Agreement) set forth in Section 2.05 of the Existing Credit Agreement; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, or the Required Lenders reasonably may require. (b) Any fees related to this Agreement or any other Loan Document required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before August 31, 2010. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, this Agreement and the Schedules and Exhibits attached hereto, and each other document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxxxx and Xxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a), (b) and (bc) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on June 30, 2014, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance satisfactory to the Administrative Agent, regarding the Solvency of (A) the Borrower, (B) each of the other Loan Parties, and (C) the Consolidated Parties on a consolidated basis; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid hereunder or under the Fee Letter on or before the Closing Date shall have been paidpaid (provided such fees may be paid from the proceeds of such initial Credit Extension). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Borrower and each other Loan Party contained in Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds thereof. (f) There shall not have occurredoccurred any event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of the Borrower and/or Guarantors, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXin-house counsel to the Borrower and Xxxxx & Xxx Xxxxx, Xxx Xxxx PLLC, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning substantially in the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestform of Exhibit G; (vi) a certificate 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 certifying (A) that the conditions specified representations and warranties of the Borrower and each other Loan Party contained in Sections 5.02(aArticle V or any other Loan Document, or which are contained in any document furnished (at any time prior to the initial Credit Extension hereunder) hereunder or thereunder, shall be true and (b) have been satisfiedcorrect on and as of the date of the initial Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (B) that no Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds thereof; (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (D) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on July 31, 2012, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid by the Borrower pursuant to the Loan Documents on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative AgentThe Lender’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent the Lender and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Guaranties, Lender and the applicable Pledge AgreementsCompany; (ii) executed counterparts of the Guaranty, sufficient in number for distribution to Administrative Agent, each Lender, the Lender and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Notethe Company; (iii) Notes executed by the Borrowers in favor of the Lender; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as Administrative Agent the Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXXxxxx & XxXxxxxx LLP, Xxx Xxxx counsel to the Loan Parties Borrowers and local counsel the Parent, each addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Lender may reasonably request; (vivii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Parent (A) certifying that (A) each of the Material Credit Agreements are in full force and effect and that no default or event of default (howsoever defined) has occurred and is continuing under any of the Material Credit Agreements and (B) certifying that the financial covenants set forth in Section 5.10 of the Guaranty are no less restrictive than the financial covenants set forth in the Material Credit Agreements; (ix) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2005 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders the Lender reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agentthe Lender, Borrower the Company shall have paid all fees, charges and disbursements of counsel to Administrative Agent the Lender (directly to such counsel if requested by Administrative Agentthe Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and Administrative Agentthe Lender); provided, however, and notwithstanding Section 10.04(a) to the contrary, the maximum amount the Company shall be obligated to pay in connection with the preparation, negotiation, execution, delivery of this Agreement and the other Loan Documents contemplated by this Section 4.01 shall be $44,000. (d) The IPO Closing Date shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03occurred on or before September 15, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto2006.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 LendersAgent: (i) executed counterparts of this Agreement, Agreement and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Borrowers; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, equivalent action and incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require reasonably request evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require request to evidence that each Loan Party is duly organized or formed, validly existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each its jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect;organization; and (v) a favorable opinion opinions of (i) Tarrant Sibley, Esq., Vice President, Corporate, Securities and Commercial Law of the Company, substantially in the form of Exhibit I-1 hereto, (ii) Xxxx Xxxx, Esq., Vice President - Legal, of Wizards of the Coast, Inc., substantially in the form of Exhibit I-2 hereto (iii) Xxxxxxxxx Xxxxxx, Legal Director of Hasbro SA, substantially in the form of Exhibit I-3 hereto and (iv) Debevoise & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx special New York counsel to the Loan Parties and local counsel to the Loan Parties Parties, substantially in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate form 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 Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may requireExhibit I-4 hereto. (b) Any fees (including fees, charges and disbursements of counsel to the Administrative Agent for the period prior to the Closing Date to the extent invoiced no later than one Business Day prior to the Closing Date) required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower All amounts outstanding under the Existing Credit Agreement shall have been paid in full and all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO commitments thereunder shall have occurredbeen terminated. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date date on which the Effective Time occurs (or, in the case of certificates of governmental officials, a recent date before the Closing DateEffective Time) and each in form and substance satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge Agreements, Guaranty sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by Borrower the Company in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectorganization or formation; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX(x) Oxxxxx, Xxx Xxxx Hxxxxxxxxx & Sxxxxxxxx LLP, counsel to the Loan Parties Parties, and local (y) Lxxxx X. Xxxxxx, general counsel to of the Loan Parties Parties, substantially in the jurisdictions in which the Initial Borrowing Base Properties are locatedform of Exhibits G and H, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestrespectively; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.2(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect, (C) that the OneSource Acquisition has been, or concurrently with the making of the initial Credit Extensions will be, consummated substantially in accordance with the OneSource Merger Agreement and (D) a true, correct and complete copy of the OneSource Merger Agreement; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of July 31, 2007 demonstrating pro forma compliance with the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant financial covenants after giving effect to the Loan Documents has been obtained and is in effectOneSource Acquisition; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on at or before the Closing Date Effective Time shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing DateEffective Time, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its the Administrative Agent’s reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO All obligations of the Company under the Existing Credit Agreement shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03been, for purposes of determining compliance with the conditions specified or shall concurrently be, paid in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless full. (e) The Administrative Agent shall have received notice from such Lender prior to evidence that all obligations of OneSource under the proposed Closing Date specifying OneSource Credit Agreement have been, or concurrently with the making of the initial Credit Extensions will be, paid in full and that all Liens securing the obligations of OneSource and its objection theretoSubsidiaries thereunder have been, or concurrently with the making of the initial Credit Extensions will be, released.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) : The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) : executed counterparts of this Agreement, Agreement and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrower; (ii) a Note the Borrowers; Notes executed by Borrower the Borrowers in favor of each Lender requesting a Note; (iii) Notes; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) ; such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrowers and the other Loan Party Parties is validly existing, and to the extent applicable, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) ; a favorable opinion of Xxxxxxxx Xxxxxx XX XXX(i) Axxxxxx Xxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J-1, (ii) NautaDutilh, Dutch and Netherlands Antilles counsel to the Loan Parties, addressed to the Administrative Agent and each Lender that is a Lender on the date hereof, as to the matters set forth in Exhibits J-2 and J-3 respectively and (iii) MxXxxx Xxxxx LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender as to the matters set forth in Exhibit J-4 and in each case such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) ; a certificate of a Responsible Officer of each Loan Party Borrower 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 Borrower the Parent certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) ; a duly completed Borrowing Base Report executed and Compliance Certificate as delivered copy of the Closing Date, signed by Subordination Agreement reasonably satisfactory to the Administrative Agent subordinating all intercompany indebtedness among the Loan Parties to the Obligations substantially in the form of Exhibit G; a Responsible Officer of Borrower; (ix) the Property Information with respect to each duly executed and delivered copy of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to Contribution and Indemnity Agreement among the Loan Documents has been obtained Guarantors apportioning the rights and is obligations of each Guarantor substantially in effectthe form of Exhibit H; and (xi) and such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) . Any fees required to be paid on or before the Closing Date shall have been paid. (c) . Unless waived by the Administrative Agent, Borrower the Parent shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Parent and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer each Fronting Bank and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles or sent by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Credit Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) executed counterparts of each Guaranty; (iii) a Note executed by each Borrower in favor of each Lender requesting a Note; (iiiiv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Credit Party is a party; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Credit Party is duly organized or formed, and that each Loan Party 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 would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable opinion opinion, each addressed to the Administrative Agent and the Lenders and dated the Closing Date, of (i) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel to AXIS Capital and AXIS Specialty, (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx New York counsel to the Loan Parties Credit Parties, and local (iii) Xxxxxxx Xxx, Irish counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseAXIS Re and AXIS Specialty Europe, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vivii) a certificate of a Responsible Officer of each Loan Party Axis Capital either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan each Credit Party and the validity against such Loan each Credit 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; (viiviii) a certificate signed by a Responsible Officer of Borrower AXIS Capital certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; ; and (viiiC) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrowercurrent Debt Ratings; (ix) A certificate of a Financial Officer, dated the Property Information with respect Closing Date, calculating the financial covenants in Sections 7.04(a) and (b) after giving effect to each of the Initial Borrowing Base Propertiesinitial Credit Extensions to be made on the Closing Date; (x) evidence that all insurance required the Existing Credit Agreement has been (or concurrently with the Closing Date is being) amended to be maintained pursuant terminate the Commitments thereunder and permit the Borrowers to obtain secured letters of credit to the Loan Documents has same extent permitted under this Agreement, all loans, interest, fees and expenses due thereunder through the Closing Date have been obtained paid in full and is in effectsatisfactory arrangements have been made with respect to all Letters of Credit outstanding thereunder; (xi) the Financial Strength Rating of each of AXIS Specialty, AXIS Reinsurance, AXIS Specialty Insurance, AXIS Surplus, AXIS Re, AXIS Insurance and AXIS Specialty Europe shall be A- or better; (xii) a letter from the Process Agent agreeing to the terms of Section 10. 14(d); and (xixiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer or Required Lenders Agent reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower AXIS Capital shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower AXIS Capital and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the 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 (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectformation; (v) a favorable opinion of each of (A) Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties Parties, and local (B) Xxxxx X. Xxxxxxx III, internal counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, case addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate 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[Reserved]; (vii) a certificate signed by a Responsible Officer of Borrower Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in Sections 5.02(a) Article V and (bii) have been satisfiedeach Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) 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, either individually or in the aggregate, a Material Adverse Effect; and (D) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower;[Reserved]; and (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effect; and (xi) such other assurances, certificates, documents, consents all Liens securing obligations under the Existing Credit Agreement have been or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may requireconcurrently with the Closing Date are being released. (b) Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO Lenders shall have occurredreceived, at least five Business Days prior to the Closing Date, all information they shall have requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act, and, at least ten Business Days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the GuarantiesSecurity Agreements, and the applicable Pledge AgreementsGuaranties, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Borrowers; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXX. Xxxxxxx, Xxx Xxxx Esq. and Xxxxxx & Xxxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, a favorable opinion of Xxxxxxx, counsel to Xxxxxxx, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Xxxxxxx and such other matters concerning Cascade as the Required Lenders may reasonably request, a favorable opinion of Xxx Xxxxxx, counsel to Puritan Oil, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Puritan Oil and such other matters concerning Puritan Oil as the Required Lenders may reasonably request and a favorable opinion of Xxxxxxx Xxxxx LLP, counsel to Global Canada, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H that relate to Global Canada and such other matters concerning Global Canada as the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (xiix) a fully executed Perfection Certificate from each Loan Party and the results of Uniform Commercial Code searches with respect to the Collateral, indicating no Liens other than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) The IPO Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Administrative Agent to protect and preserve such security interests shall have occurredbeen duly effected. The Administrative Agent shall have received evidence thereof in form and substance satisfactory to the Administrative Agent. (e) The Administrative Agent and each of the Lenders shall have received from the Borrowers the Borrowing Base Report as of March 31, 2017. (f) The Administrative Agent and each of the Lenders shall have received the Audited Financial Statements, as well as the operating projections through the Maturity Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the 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 (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectformation; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXeach of (A) Gxxxxx, Xxx Xxxx Dxxx & Cxxxxxxx LLP, counsel to the Loan Parties, (B) Mxxxxxx Xxxxxxxx, internal counsel to the Loan Parties and local (C) Lxxxxx & Lxxxx N.V., Netherlands counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, case addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate 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[Reserved]; (vii) a certificate signed by a Responsible Officer of Borrower Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in Sections 5.02(a) Article V and (bii) have been satisfiedeach Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) 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, either individually or in the aggregate, a Material Adverse Effect; and (D) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower;[Reserved]; and (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effect; and (xi) such other assurances, certificates, documents, consents all Liens securing obligations under the Existing Credit Agreement have been or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may requireconcurrently with the Closing Date are being released. (b) Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO Lenders shall have occurredreceived, at least five Business Days prior to the Closing Date, all information they shall have requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act, and, at least ten Business Days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of (x) Xxxxxx, Xxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to such matters concerning the Administrative Agent, and (y) Nossaman LLP, counsel to the Loan Parties and Parties, addressed to the Loan Documents as Administrative Agent may reasonably requestand each Lender (the “Initial Opinion”), in form and substance satisfactory to the Administrative Agent; (vi) a certificate 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 certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that the Holdco Credit Agreement shall be effective substantially simultaneously herewith; (ix) evidence that the Existing Credit Agreement has been or currently with the Closing Date is being terminated, all Indebtedness thereunder has been paid and satisfied in full and all Liens, if any, securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (x) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter ended on December 31, 2014, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectParty; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsParent Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and Parent is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXMitchell, Xxx Xxxx Williams, Xxxxx, Xxxxx & Xxxxxxxx, P.L.L.C., counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning substantially in the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestform of Exhibit G; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect, and (C) the current Debt Ratings; (viiiA) a duly completed Borrowing Base Report and Compliance Certificate as upon the reasonable request of any Lender made at least ten days prior to the Closing Date, signed by the Borrower on behalf of the Loan Parties shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least five days prior to the Closing Date; and (B) at least five days prior to the Closing Date, if the Borrower qualifies as a Responsible Officer of Borrower“legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained and or concurrently with the Closing Date is in effectbeing replaced with this Agreement on the Closing Date; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedentprecedent having been met: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party 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 would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXKxxxxxx, Xxx Xxxx Mxxxxxxx & Kxxxxxx, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseBorrower, addressed to the Administrative Agent and each Lender, as to such the matters concerning the Loan Parties Borrower and its Subsidiaries and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party the Borrower and the validity against such Loan Party 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; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as Officer of the Closing Date, signed by a Responsible Officer of Borrower; (ix) evidence that the Property Information Existing Credit Agreement has been or concurrently with respect to each of the Initial Borrowing Base PropertiesClosing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement, if any, have been or concurrently with the Closing Date are being released; (x) evidence that all insurance required executed Subordination Agreement by the Borrower's Subsidiaries and Affiliates to be maintained pursuant to which the Loan Documents Borrower has been obtained and is in effectany Indebtedness; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer Agent or the Required Lenders reasonably may require. (b) Any fees related to this Agreement required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, (i) this Agreement and the Schedules and Exhibits attached hereto and each other document to which it is a party or which it has reviewed or (ii) any other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsConsent of Guarantors attached hereto, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Total Lease Adjusted Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on July 1, 2014, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; andand Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before September 3, 2014. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received this Agreement duly executed by the Loan Parties and the Lenders; (b) if requested by any Lender, the Administrative Agent shall have received for such Lender such Lender’s duly executed Notes of the Borrower; (c) the Administrative Agent shall have received the Collateral Documents required by Administrative Agent, together with (i) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s receipt sole discretion, to perfect the Administrative Agent’s security interest in the Collateral, (ii) stock or membership certificates, if any, evidencing the pledged Equity Interests and undated stock or transfer powers duly executed in blank, (iii) [reserved], and (iv) control agreements satisfactory to the Administrative Agent to the extent required by the terms of the followingLoan Documents, each including but not limited to deposit account, securities account, and commodity account control agreements to the extent requested by the Administrative Agent relating to such accounts maintained with BMO Xxxxxx Bank N.A., UBS AG, or as required under the Loan Documents; (d) the Administrative Agent shall have received evidence of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each insurance in form and substance satisfactory to Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (iie) a Note executed by Borrower in favor the Administrative Agent shall have received copies of each Lender requesting a NoteLoan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer); (iiif) such certificates the Administrative Agent shall have received copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing Party’s Board of Directors (or similar governing body) authorizing the identityexecution, authority delivery and capacity performance 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 it is a partyparty and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary (or comparable Responsible Officer); (ivg) such documents and certifications as the Administrative Agent may reasonably require to evidence that shall have received copies of the certificates of good standing for each Loan Party is duly organized (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its incorporation or formedorganization, and that with respect to the Borrower, the State of Illinois; (h) the Administrative Agent shall have received the initial fees called for by Section 2.09 to be paid on the Closing Date; (i) the Administrative Agent shall have received reasonably requested financing statement, tax, and judgment lien search results against each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or Property requested by the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse EffectAdministrative Agent; (vj) a the Administrative Agent shall have received the favorable written opinion of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx counsel to the Loan Parties Borrower and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedfavorable written opinion of regulatory counsel, in each case, addressed in form and substance reasonably satisfactory to the Administrative Agent; (k) the Administrative Agent and each Lender, shall have received a customary closing certificate including a certification as to such matters concerning the Loan Parties financial condition, solvency and related matters, after giving effect to the initial Borrowing under the Loan Documents as Administrative Agent may reasonably requestand the other transactions contemplated hereby; (vil) a certificate 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 existing Indebtedness for borrowed money of the Loan Documents Borrower and its Subsidiaries (other than Indebtedness permitted to which it is a party, and such consents, licenses and approvals exist pursuant to Section 7.03) shall be repaid in full force and effect, all security interests related thereto shall be terminated on or (B) stating that no such consents, licenses or approvals are so requiredprior to the Closing Date; (viim) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect[reserved]; (viiin) a duly completed Borrowing Base Report and Compliance Certificate as each of the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107‑56 (signed by into law October 26, 2001)) including, without limitation, the information described in Section 13.24; and the Administrative Agent shall have received a Responsible Officer of Borrowerfully executed Internal Revenue Service Form W‑9 (or its equivalent) for each Loan Party; (ixo) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectAdministrative Agent shall have received a fully executed form Federal Reserve form FRU-1; and (xip) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required each of the Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements received fully executed Beneficial Ownership Certifications from each of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurredLoan Parties. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Company Guaranty and the applicable Pledge AgreementsSubsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect, which such jurisdictions are set forth on Schedule 4.01(a)(iv); (vi) a favorable an opinion of Hunton & Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties Parties, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; and (ii) an opinion of general counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and the Required Lenders; (vi) opinions of local counsel to the Loan Parties in the States of Delaware, Pennsylvania, and such other jurisdictions in which as are required for the Initial Borrowing Base Properties are locatedstates of organization of each Subsidiary Guarantor, in each case, addressed form and substance satisfactory to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestRequired Lenders; (vivii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material governmental, shareholder and third party 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viiiix) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, certificate signed by a Responsible Officer of Borrower; (ix) the Property Information with respect Company certifying as to each the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Initial Borrowing Base PropertiesCompany, threatened in writing, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect; (x) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Company ended on June 30, 2011 signed by a Responsible Officer of the Company and attaching a copy of the Audited Financial Statements; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effectall Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all actual and reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO No Law shall have occurredbe applicable, which in the reasonable judgment of the Administrative Agent, could restrain, prevent or impose any material adverse conditions on the Company and its Subsidiaries or that could seek or threaten any of the foregoing. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent Agent, its legal counsel and each of the Lenders: (i) executed counterparts of this Agreement, the GuarantiesGuaranty, the Security Agreements and the applicable Pledge Agreementsother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by Borrower the Borrowers in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Company and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx Watt Txxxxx Hxxxxx & Fxxxxxxxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, Lender as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(aSection 5.2(a) and (b) have been satisfied, and satisfied (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Net Worth, the ratio of Total Funded Indebtedness to Consolidated EBITDA and the ratio of Consolidated EBITDAR to Fixed Charges as of the last day of the fiscal quarter of the Company most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; (x) all existing original stock certificates and four (4) stock powers executed in blank for each share of stock pledged to the Lender’ as part of the Collateral and copies of any shareholders agreements related to such stock; (xi) a list of all management agreements to which Sunrise Senior Living Management, Inc., Sunrise Senior Living Services, Inc. or any other Loan Party is a party as manager or operator of any Senior Living Facility and a written certification by the Borrower stating which management agreements are currently assigned to a lender or prohibit assignment to a lender by their terms (the Borrower agrees that it will provide copies of any management agreements requested by the Administrative Agent); and (xixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before November 30, 2005. (e) There shall not have occurred any material disruption of or material adverse change in conditions in the financial banking or capital markets which the Administrative Agent and BAS, in their sole discretion, deem material in connection with syndication of the Credit Facility. (f) There shall not have occurred a Material Adverse Effect on the business, assets, operations, condition (financial or otherwise) of the Borrower or any other Loan Party or their respective Affiliates or Subsidiaries or in the statements or information provided to the Administrative Agent regarding such entities. (g) There shall not have occurred any action, suit, investigation or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Borrower, the other Loan Parties or their respective Affiliates or Subsidiaries in a materially adverse manner or any transaction contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect on the Borrower, the other Loan Parties or their respective affiliates or subsidiaries or any transaction contemplated hereby or on the ability of the Borrower, the other Loan Parties or their respective Affiliates or Subsidiaries to perform their obligations under the documents to be executed in connection with the Credit Facility. Without limiting the generality of the provisions of the last paragraph of Section 10.0310.3, for purposes of determining compliance with the conditions specified in this Section 5.015.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxxxx and Xxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a), (b) and (bc) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on March 31, 2011, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance satisfactory to the Administrative Agent, regarding the Solvency of (A) the Borrower, (B) each of the other Loan Parties, and (C) the Consolidated Parties on a consolidated basis; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any The Administrative Agent shall have received executed counterparts of the Fee Letter, and any fees required to be paid hereunder or under the Fee Letter on or before the Closing Date shall have been paidpaid (provided such fees may be paid from the proceeds of such initial Credit Extension). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Borrower and each other Loan Party contained in Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds thereof. (f) There shall not have occurredoccurred any event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of the Borrower and/or Guarantors, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The occurrence of the Closing Date, the initial effectiveness of this Agreement and obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity), 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such Organization Documents and other certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer of each Loan Party (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectincorporation or organization; (v) a the favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXKing & Spalding LLP, Xxx Xxxx counsel to the Loan Parties Parties, and local counsel to the Loan Parties in Parties, acceptable to the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, Administrative Agent addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to such matters concerning the Loan Parties and 56718230_5 Administrative Agent, covering enforceability of the Loan Documents as Administrative Agent may reasonably requestand other customary matters to be agreed upon; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) the calculation of the Consolidated Leverage Ratio as of March 31, 2014; (viiivii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing DateMarch 31, 2014, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid to the Administrative Agent, the Arrangers or any other Lender (whether pursuant to the Fee Letter or otherwise) on or before the Closing Date shall have been paidpaid (including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under this Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) There shall not have occurredoccurred a material adverse change since December 31, 2013 in the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and its Consolidated Entities taken as a whole. (g) There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Borrower, its Consolidated Entities or any transaction contemplated hereby, or that would reasonably be expected to have a Material Adverse Effect. (h) The Borrower and its Consolidated Entities shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with which would reasonably be expected to have a Material Adverse Effect. Without limiting 56718230_5 (i) The Existing Indebtedness has been (or will be, simultaneously with closing hereunder) repaid and satisfied in full and all lending commitments in respect of the generality Existing Indebtedness have been terminated. (j) The Loan Documents must not violate any provision of applicable laws, constitutive documents, orders of any Governmental Authority, the provisions of any material agreement to which any Loan Party may be subject or result in the last paragraph creation or imposition of Section 10.03, for purposes any Lien on the assets or property of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoany Loan Party.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge Agreementseach Guaranty, sufficient in number for distribution to Administrative Agent, each LenderL/C Issuer, each Lender and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such any Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxx Xxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to Administrative Agent Agent, each L/C Issuer and each Lender, as to such matters concerning regarding the Loan Parties and the Loan Documents as Administrative Agent may in form and substance reasonably requestacceptable to the Required Lenders; (vi) a certificate of a Responsible Officer of each Loan Party (A) either (A1) 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 (B2) stating that no such consents, licenses or approvals are so required; and (B) certifying that there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of each such Loan Party after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any member of the Consolidated Group or against any of their properties or revenues that (1) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (2) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, ; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) executed affidavits establishing that all of the Loan Documents have been executed and delivered by Borrower and accepted by the Administrative Agent outside of the State of Florida and delivered to Administrative Agent (or its agent or designee) outside of the State of Florida; (ix) the Historical Audited Financial Statements, the unaudited financial statements and the Proforma Financial Statements referred to in Section 5.05(a), (b) and (d); (x) a duly completed Borrowing Base Report and Compliance Certificate dated as of the Closing DateDate and calculated as of the last day of the fiscal quarter of Borrower ended on September 30, 2020 after giving pro forma effect to the IPO, the Corporate Reorganization, the Borrowings on the Closing Date under the Credit Agreement, and payment in full of the Existing Credit Agreements, signed by a Responsible Officer of Borrower; (ixxi) a duly completed Borrowing Base Certificate dated as of the Property Information with respect to Closing Date and calculated as of November 30, 2020, signed by a Responsible Officer of Borrower; (xii) payoff letters or other evidence that each of the Initial Borrowing Base PropertiesExisting Credit Agreements has been or concurrently with the Closing Date is being terminated and all Liens securing obligations thereunder, except for Liens permitted under Section 7.01(j), have been or concurrently with the Closing Date are being released; (xxiii) evidence that all insurance required to be maintained pursuant to Borrower shall have completed the Loan Documents has been obtained Corporate Reorganization and is in effectthe IPO; and (xixiv) such other assurances, certificates, documents, consents or opinions as Administrative Agent, any L/C Issuer or the Required Lenders reasonably may require, including Borrower’s Instruction Certificate and Borrower Remittance Instructions. (bi) Upon the reasonable request of any Lender made at least 15 days prior to the Closing Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Closing Date and (ii) at least 10 days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (de) The IPO Closing Date shall have occurredoccurred on or before February 1, 2021. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of L/C Issuer and each Lender to make its initial Credit Extension hereunder this Agreement is subject to satisfaction of the following conditions precedent:precedent (except as expressly set forth in the Post-Closing Letter): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party and the Required Lenders either (i) a counterpart of this Agreement and all other applicable Loan Documents signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic pdf copy of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement and all other Loan Documents. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent’s receipt , the Collateral Agent and the Lenders and dated the Restatement Date) of Ropes & Xxxx LLP, counsel for the followingLoan Parties, XxXxxxx Xxxxxx, Canadian counsel for the Loan Parties, and each law firm set forth on Schedule 4.01(b), in each case covering such matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received Organization Documents and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each authorization of the Lenders: (i) executed counterparts of this Agreement, transactions contemplated by the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other actionLoan Documents, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each of certain Responsible Officer Officers thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents party or is to be a party on the Restatement Date and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXX, Xxx Xxxx counsel any other legal matters relating to the Loan Parties Parties, the Loan Documents or the transactions contemplated thereby, all in form and local counsel substance reasonably satisfactory to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate 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 Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (xi) such other assurances, certificates, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent)counsel. (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice a Borrowing Base Certificate dated as of the Restatement Date, relating to the month ended August 31, 2012, and executed by a Financial Officer of the Lead Borrower. (e) The Administrative Agent shall have received a certificate, reasonably satisfactory in form and substance to the Administrative Agent, certifying that after giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents as of the Restatement Date, no Default or Event of Default exists and the Loan Parties, taken as a whole, are Solvent; (f) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the Restatement Date, other than representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date, provided that any representations and warranties which are qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such respective dates. (g) No Material Adverse Effect shall have occurred since January 28, 2012 and the Administrative Agent shall have received a certificate from such Lender a Responsible Officer of the Lead Borrower to that effect. (h) There shall not be any other Material Indebtedness of the Loan Parties outstanding immediately after the Restatement Date other than under (i) the Senior Notes, (ii) the Senior Subordinated Notes, (iii) the Subordinated Discount Notes, (iv) the Term Loan Facility, (v) this Agreement, and (vi) Permitted Indebtedness. (i) There shall not be any Capital Stock of the Lead Borrower (or securities convertible into or exchangeable for Capital Stock or rights or options to acquire Capital Stock) outstanding immediately after the Restatement Date other than Capital Stock directly, or indirectly through one or more holding companies, held by the Sponsors, Highfields Capital, members of management and other co-investors reasonably acceptable to the Administrative Agent. (j) Lenders (other than Xxxxx Fargo) having Commitments aggregating at least $450,000,000 shall have become Lenders hereunder. (k) The Collateral Agent shall have received results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on the Restatement Date. (l) The Administrative Agent shall be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties; and the Administrative Agent shall have received endorsements naming the Collateral Agent, on behalf of the Lenders, as an additional insured or lender’s loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral. (m) The Administrative Agent shall be reasonably satisfied that all fees due on the Restatement Date, and, to the extent invoiced at least one (1) Business Day prior to the proposed Closing Date specifying its objection theretoRestatement Date, all Credit Party Expenses incurred in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Administrative Agent and the Collateral Agent), shall be paid in full. (n) After giving effect to this Agreement and the transactions contemplated hereby, no Default or Event of Default shall be continuing. (o) After giving effect to this Agreement and the transactions contemplated hereby, Availability shall be not less than $200,000,000. (p) The Collateral Agent shall have received the Security Documents (together with endorsements to title insurance in form, scope and amount reasonably satisfactory in all respects to the Collateral Agent) and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties. (q) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect in the United States the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of the Collateral Agent, (ii) the Credit Card Notifications and Blocked Account Agreements required pursuant to SECTION 2.18 hereof, and (iii) with respect to any Loan Party located in or organized under the laws of Canada, all filings and recordations required by Applicable Law of Canada (including, without limitation, under the PPSA and the Civil Code) or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect in Canada the Collateral Agent’s Lien in any Collateral located in Canada. (r) The Administrative Agent shall have received, at least five (5) Business Days prior to the Restatement Date, all documentation and other information that is required by regulatory authorities and/or the Administrative Agent’s due diligence investigation under applicable “know your customer” and anti-money laundering rules and regulations, including the KYC Provisions (as defined in SECTION 9.19 below), to the extent such documentation and other information has been requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Restatement Date, and the results of such investigation shall be reasonably satisfactory to the Administrative Agent. (s) The Administrative Agent shall have received and be satisfied with detailed financial projections, including, in each case, a consolidated income statement, balance sheet, statement of cash flow, Availability analysis and business assumptions for the Borrowers on (x) a monthly basis for the twelve month period following the Restatement Date, and (y) on an annual basis, for each Fiscal Year thereafter through the Maturity Date. (t) To the extent not otherwise set forth in this SECTION 4.01, there shall have been delivered to the Administrative Agent each of the instruments, agreements, opinions, certificates and other documents identified on the closing agenda attached hereto as Exhibit I as being required on or before the Restatement Date.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXOlshan Grundman Frome Rosenzweig & Wolosky LLP, Xxx Xxxx (New York xxxxxex xx xxe Loan Xxxxxxx), and Gunster, Yoakley & Stewart, P.A., (Florida counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties), in each case, addressed to addressxx xx xhe Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(aSECTIONS 4.02(A) and (bB) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse EffectEffect upon (I) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) of the Borrower since the date of the Audited Financial Statements or (II) the prospects of the Borrower and its Subsidiaries taken as a whole in the facts or information regarding such entities as represented to date; (viii) a duly completed Borrowing Base Report and Compliance Certificate dated as of the Closing Date, signed by a Responsible Officer of the Borrower;, giving PRO FORMA effect to the transactions contemplated hereby with the financial statements referenced in SECTION 5.05 attached thereto. (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided PROVIDED that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before May 27, 2005. Without limiting the generality of the provisions of the last paragraph of Section 10.03SECTION 9.04, for purposes of determining compliance with the conditions specified in this Section 5.01SECTION 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX(x) Gxxxxx, Xxx Xxxx Dxxx & Cxxxxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as in form and substance satisfactory to such matters concerning the Administrative Agent, and (y) Nossaman LLP, counsel to the Loan Parties and Parties, addressed to the Loan Documents as Administrative Agent may reasonably requestand each Lender (the “Initial Opinion”), in form and substance satisfactory to the Administrative Agent; (vi) a certificate 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 certifying that such consents, licenses and approvals shall be are in full force and effect, or (B) stating certifying that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Closing Date, signed by a Responsible Officer of BorrowerHoldco Credit Agreement shall be effective substantially simultaneously herewith; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or currently with the Closing Date is being terminated, all Indebtedness thereunder has been paid and is satisfied in effectfull and all Liens, if any, securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (bi) Upon the reasonable request of any Lender made prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (ii) the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower. (c) Any fees required to be paid on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXXxxxxxxxx & Xxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties Parties, and local counsel of the General Counsel of the Company, each addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning in substantially the Loan Parties forms of Exhibits I-1 and the Loan Documents as Administrative Agent may reasonably requestI-2, respectively; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (C) the current Debt Ratings and (D) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and any loans and other obligations outstanding thereunder repaid in full, together with all accrued interest and fees thereunder, and all liens and security interests (if any) securing such obligations released; provided that, upon execution of this Agreement, each Lender that is a party to the Existing Credit Agreement waives the five Business Day notice period regarding termination of the Existing Credit Agreement set forth in Section 2.06 therein; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer Agent or the Required Lenders reasonably may require. (b) Any and all fees and expenses of the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower The Company shall have paid all reasonable and documented fees, charges expenses and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent, and of special and local counsel to the Lenders retained by the Administrative Agent (directly with respect to such counsel if requested by Administrative Agent) any Foreign Obligors, in each case to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Date (provided that the Company shall remain liable for any additional reasonable fees and expenses of such estimate shall not thereafter preclude a final settling of accounts between Borrower and counsel to the Administrative AgentAgent in accordance with Section 10.04). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Borrower to be true and correct as of the Closing Date and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxxxx and Xxxx LLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a), (b) and (bc) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the last day of the fiscal quarter of the Borrower ended on June 30, 2017; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on June 30, 2017, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) a certificate executed by a Responsible Officer of the Borrower as of the Closing Date, in form and substance satisfactory to the Administrative Agent, regarding the Solvency of (A) the Borrower, (B) each of the other Loan Parties, and (C) the Consolidated Parties on a consolidated basis; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid hereunder or under the Fee Letters on or before the Closing Date shall have been paidpaid (provided such fees may be paid from the proceeds of such initial Credit Extension). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Borrower and each other Loan Party contained in Section 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds thereof. (f) There shall not have occurred any event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of the Borrower and/or Guarantors, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. (h) The Parent REIT and the Borrower shall have occurred. Without limiting entered into (i) the generality US Bank Facility, the PNC Facility, the Capital One Facility and the US Bank Lessee Line of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.Credit and

Conditions of Initial Credit Extension. The occurrence of the Closing Date, the initial effectiveness of this Agreement and obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity), 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such Organization Documents and other certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers Officer of each Loan Party (or such Loan Party’s sole or managing member, manager, development manager, general partner, or other comparable constituent entity) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectincorporation or organization; (v) a the favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXXKing & Spalding LLP, Xxx Xxxx counsel to the Loan Parties Parties, and local counsel to the Loan Parties in Parties, acceptable to the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, Administrative Agent addressed to the Administrative Agent and each Lender, as in form and substance reasonably satisfactory to such matters concerning the Loan Parties and Administrative Agent, covering enforceability of the Loan Documents as Administrative Agent may reasonably requestand other customary matters to be agreed upon; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably 95541499_13 expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the calculation of the Consolidated Leverage Ratio as of September 30, 2017; (viiivii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing DateSeptember 30, 2017, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectParent; and (xiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lenders or the Required Lenders reasonably may require. (b) Any fees required to be paid to the Administrative Agent, the Arrangers or any other Lender (whether pursuant to the Fee Letter or otherwise) on or before the Closing Date shall have been paidpaid (including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments). (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs of the Administrative Agent as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO representations and warranties of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any other document furnished at any time under this Agreement, shall be true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) There shall not have occurred. Without limiting occurred a material adverse change since September 30, 2017 in the generality business, assets, liabilities (actual or contingent), operations or financial condition of the Loan Parties taken as a whole. (g) There shall not exist any action, suit, investigation, or proceeding, pending or threatened, in any court or before any arbitrator or governmental authority that purports to affect the Loan Parties or any transaction contemplated hereby, or that would reasonably be expected to have a Material Adverse Effect. (h) The Loan Parties shall be in compliance with all existing financial obligations and Contractual Obligations, the failure to comply with which would reasonably be expected to have a Material Adverse Effect. (i) The Existing Indebtedness has been (or will be, simultaneously with closing hereunder) repaid and satisfied in full and all lending commitments in respect of the Existing Indebtedness have been terminated. (j) The Loan Documents must not violate any provision of applicable laws, constitutive documents, orders of any Governmental Authority, the provisions of any material agreement to which any Loan Party may be subject or result in the last paragraph creation or imposition of Section 10.03, for purposes any Lien on the assets or property of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.any Loan Party. 95541499_13

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note executed by Borrower the Company in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing and that each Loan Party is validly existing, in good standing and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectorganization or formation; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX(x) Oxxxxx, Xxx Xxxx Hxxxxxxxxx & Sutcliffe LLP, counsel to the Loan Parties Parties, and local (y) Hxxxx X. Xxxx, general counsel to of the Loan Parties Parties, substantially in the jurisdictions in which the Initial Borrowing Base Properties are locatedform of Exhibits G and H, in each case, addressed to Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestrespectively; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.2(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse EffectEffect and (C) a calculation of the Leverage Ratio as of the last day of the fiscal quarter most recently ended prior to the Closing Date; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of evidence that the Existing Credit Agreement has been or concurrently with the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and Date is in effectbeing terminated; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its the Administrative Agent's reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Borrowers; (ii) a Note executed by Borrower the Borrowers in favor of each Lender requesting a Note; (iii) written advice relating to such Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the personal property of the Borrowers is subject to no other Liens in favor of any Persons (other than Liens permitted under Section 7.01); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (vvi) a favorable an opinion of Xxxxxxxx Xxxxxx XX XXXgeneral counsel of the Borrowers, Xxx Xxxx and an opinion of Dxxxxx & Wxxxxxx LLP, special counsel to the Loan Parties and local counsel Borrowers, each addressed to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each case, addressed to Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vivii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of Borrower the Borrowers certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; ; and (viiiC) a duly completed Borrowing Base Report calculation of the Consolidated Leverage Ratio and Compliance Certificate Consolidated Fixed Charge Coverage Ratio as of the last day of the fiscal quarter of Imation most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, with all amounts owing or outstanding thereunder repaid, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or about March 31, 2006. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, Agreement and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party 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 would is not reasonably likely to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx (A) Porter, Wright, Xxxxxx XX XXX& Xxxxxx LLP, Xxx Xxxx counsel to the Loan Parties, (B) XxXxxxx Xxxxxx, Nova Scotia counsel to the Canadian Borrowers, (C) Xxxxxxx & Xxxxxxx, Nevada counsel to the Loan Parties and local (D) Xxxxxxxxx Xxxxxx, Xx., Pennsylvania counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate of a Responsible Officer of each Loan Party the Company either (A) attaching copies of all consents, licenses and approvals of any Governmental Authority or any other third party required in connection with (1) the execution, delivery and performance by such each Loan Party and the validity against such each Loan Party of the Loan Documents to which it is a partyparty and (2) the continuing operations of each Loan 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be is reasonably expected likely to have, either individually or in the aggregate, have a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of the fiscal quarter of the Company for the most recently ended fiscal quarter for which the Company has filed its financial statements with the SEC; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Terminated Facilities have been or concurrently with the Closing Date are being terminated and any Liens securing obligations under the Terminated Facilities have been or concurrently with the Closing Date are being released; (x) (A) (x) audited consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended January 30, 2010 and January 29, 2011, and (y) unaudited interim consolidated financial statements of the Company and its Subsidiaries for each quarterly period ended subsequent to the date of the most recent audited statements referred to above, to the extent such statements have been publicly filed, (B) unaudited consolidated financial statements of AE North (or, in the alternative, consolidating statements of each Canadian Borrower), in each case for the fiscal years and quarters referred to in clauses (A)(x) and (y), and (C) five-year cash flow, income statement and balance sheet projections; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before March 2, 2012. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxXxxxxx & English, Xxx Xxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit “G” attached hereto and made a part hereof and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Funded Debt Leverage Ratio as of the last day of the fiscal quarter of the Borrower ended on March 31, 2009; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Borrower ended on March 31, 2009, signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Borrower’s bilateral credit facilities maintained with each of (A) Bank of America, N.A., (B) JPMorgan Chase Bank, N.A., (C) Xxxxxx Xxxxxxx Bank, N.A., and (D) Wachovia Bank, N.A., have been or concurrently with the Closing Date are being terminated; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid (a) all reasonable actual fees, charges and disbursements of counsel to the Administrative Agent and the Lead Arranger (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (b) all reasonable actual due diligence expenses (not to exceed $10,000.00 without the Borrower’s prior written consent) incurred by the Administrator Agent and the Lead Arranger, in connection with the syndication of the credit facilities provided for herein and the preparation, negotiation, execution, and delivery of the Loan Documents; provided, however, the fees paid to counsel to the Administrative Agent and the Lead Arranger shall in no event exceed $150,000.00 (exclusive of its actual reasonable out-of-pocket costs and expenses). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable an opinion of Xxxxxxxx Xxxxxx XX XXXXxxxxx, Xxx Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report the Audited Financial Statements and Compliance Certificate as the unaudited financial statements of the Closing Date, signed by a Responsible Officer of BorrowerBorrower referred to in Section 5.05(a) and (b); (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that all Indebtedness (other than Indebtedness existing on the Closing Date and otherwise permitted under Section 7.03) has been or concurrently with the Closing Date is being terminated and all Liens securing any such Indebtedness have been or concurrently with the Closing Date are being released; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before (i) Upon the Closing Date shall have been paid. reasonable request of any Lender made at least five (c5) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced Business Days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). (d) The IPO shall have occurred. Without limiting provided to such Lender, and such Lender shall be reasonably satisfied with, the generality of documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the provisions of Act, in each case at least three (3) Business Days prior to the last paragraph of Section 10.03Closing Date and (ii) at least three (3) Business Days prior to the Closing Date, for purposes of determining compliance with any Loan Party that qualifies as a “legal entity customer” under the conditions specified in this Section 5.01Beneficial Ownership Regulation shall have delivered, to each Lender that has signed this Agreement shall be deemed so requests, a Beneficial Ownership Certification in relation to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLoan Party.

Conditions of Initial Credit Extension. The obligation of L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the GuarantiesGuaranty, and the applicable Stock Pledge Agreements, and the Intercreditor Agreement sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and the Guarantors is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxx Xxxxxx, Xxx Xxxx general counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such the matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestset forth in Exhibit F; (vi) a favorable opinion of Xxxxxxxx & Knight L.L.P., counsel to Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Credit Agreement, the Notes and the Guaranty under Texas law; (vii) a certificate 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; (viiviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Initial Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; ; and (viiiC) a duly completed Borrowing Base Report and Compliance Certificate the calculation of the Debt to Capitalization Ratio as of the Closing DateMarch 31, signed by a Responsible Officer of Borrower2004; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and; (x) a budget of Borrower and its Consolidated Subsidiaries for the fiscal year 2004, prepared by the Financial Planning Department of the Borrower and approved by the Board of Directors of the Borrower; (xi) projections of Borrower and its Consolidated Subsidiaries for the fiscal years 2004 through 2008, prepared by the Financial Planning Department of Borrower and reviewed by the Chief Financial Officer of Borrower; (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may require; (xiii) Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement shall have been executed by all parties thereto, a final copy and execution pages thereof shall have been delivered to Administrative Agent, and such Letter Amendment shall be in form and substance satisfactory to Administrative Agent and in full force and effect. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Indebtedness under the Existing Credit agreement shall be refinanced with proceeds of the initial Credit Extension. (d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxx Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Leverage Ratio as of March 29, 2008; (viii) executed counterparts of a duly completed Borrowing Base Report and Compliance Certificate as of Company Guaranty for each Foreign Obligor that is a Designated Borrower on the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effectif any; and (xiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, 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 satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge Agreements, Guaranty sufficient in number for distribution to the Administrative Agent, each Lender, Agent and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Company is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion opinions of Xxxxxxxx Xxxxxx XX XXX(A) Cxxxxxxxx & Bxxxxxx LLP, Xxx Xxxx counsel to the Loan Parties and local Parties, (B) Argo Law, Belgian counsel to Avnet Europe and (C) the Loan Parties in Vice President and Corporate Secretary of the jurisdictions in which the Initial Borrowing Base Properties are locatedCompany, in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning in substantially the Loan Parties forms of Exhibits I-1, I-2 and the Loan Documents as Administrative Agent may reasonably requestI-3, respectively; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Company and its Subsidiaries taken as a whole; (C) the current Debt Ratings and (D) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in any court or before any arbitrator or Governmental Authority that has had or could be reasonably expected to have a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) at least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; (x) upon the reasonable request of any Lender made at least 10 days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Closing Date; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer Agent or the Required Lenders reasonably may require. (b) Any and all fees and expenses of the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower The Company shall have paid all reasonable and documented fees, charges expenses and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent, and of local counsel to the Lenders retained by the Administrative Agent (directly with respect to such counsel if requested by Administrative Agent) any Foreign Obligors, in each case to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Date (provided that the Company shall remain liable for any additional reasonable fees and expenses of such estimate shall not thereafter preclude a final settling of accounts between Borrower and counsel to the Administrative AgentAgent in accordance with Section 10.04). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s 's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, Agreement and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Company; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrowers and the Subsidiary Guarantors 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 qualificationqualifications, except to the extent that failure to do so would could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion letters of Xxxxxxxx Xxxxxx XX XXXXxxxxxx and Colmar, Xxx Xxxx U.S. counsel to the Loan Parties Parties, and local DLA Xxxxx Xxxxxxx Xxxx Xxxx UK LLP U.K. counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedDesignated Borrower and its Subsidiaries, in each case, case addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit J and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a certificate 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 Borrower the Company certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Datelast day of the fiscal quarter of the Company ended on March 31, 2005, signed by a Responsible Officer of Borrowerthe Company; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, that all loans and other outstanding obligations thereunder have been satisfied and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuers, the Swing Line Lender or the Required Lenders reasonably may requirerequire (including, without limitation, each of the documents, instruments and agreements listed in the List of Closing Documents attached hereto as Schedule 4.01). (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and Loan Party Parties is validly existing, in good standing and qualified to engage in business in its state of incorporation (or formation) and in each jurisdiction where its ownership, lease or operation of properties or other state requested by the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse EffectAdministrative Agent; (v) a favorable opinion of Xxxxxxxx Sxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, substantially in the form attached hereto as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestExhibit H; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (ix) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Closing Date shall have occurredoccurred on or before April 12, 2011. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation effectiveness of L/C Issuer this Amended and each Lender to make its initial Restated Credit Extension hereunder is Agreement shall be subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals originals, telecopies or telecopies other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyParty or the Lenders, as applicable, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, Agreement sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Lead Borrower; (ii) a Note executed by Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party and (B) 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 become a party; (iviii) copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (viv) a favorable legal opinion of Xxxxxx Xxxxxxxx Xxxxxx XX XXXLLP, Xxx Xxxx U.S., counsel to the Loan Parties Parties, and local Gowlings WLG, Canadian counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate 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; (viiv) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Restatement Effective Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are 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, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (viiivi) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing last day of the Fiscal Quarter of the Lead Borrower and its Subsidiaries most recently ended prior to the Restatement Effective Date, signed by a Responsible Officer of the Lead Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (xvii) evidence that all insurance required to be maintained pursuant to the Loan Documents has and all endorsements in favor of the Administrative Agent required under the Loan Documents have been obtained and is are in effect; and; (viii) evidence reasonably satisfactory in form and substance to the Administrative Agent that a portion of the proceeds of the Term Loan have been used to repay the all of the Tranche A-1 Outstandings and Obligations (including fees and interest) in respect thereof and that the Tranche A-1 Commitments thereunder have been terminated;Reserved; (ix) each Security Document or amendment thereto set forth on Schedule 4.01(a) required to be executed on the Restatement Effective Date as indicated on such schedule, duly executed by each Loan Party a party thereto and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank, each duly executed by the applicable Loan Parties, and all documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents, as set forth on Schedule 4.01(a); (x) subject to Section 6.21, all other Loan Documents (including without limitation the Term Loan Intercreditor Agreement), each duly executed by the applicable Loan Parties; (xi) such results of searches or other assurances, certificates, documents, consents or opinions evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, L/C Issuer except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any Mortgages, and releases or Required Lenders subordination agreements reasonably may require.satisfactory to the Administrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (b) Any After giving effect to the funding of the Term Loans and repayment of the Tranche A-1 Outstandings, Excess Availability shall be not less than $45,000,000.Reserved. (c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Restatement Effective Date, as of February 27, 2016, with a roll-forward, in form acceptable to the Administrative Agent to the Restatement Effective Date and, in each case, executed by a Responsible Officer of the Lead Borrower. (d) The Administrative Agent shall have received the Audited Financial Statements. (e) The Administrative Agent shall have received and be satisfied with (i) a detailed annual forecast for the period commencing on the Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet, and statement of cash flow, (ii) a detailed forecast for the period commencing on the Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet and statement of cash flow, by month (iii) any updates to the projections described in clauses (i) and (ii), in each case in form and substance reasonably satisfactory to Administrative Agent, and (iv) copies of interim unaudited financial statements for each quarter and month since the date of the Audited Financial Statements, in each case of the foregoing clauses (i) through (iv), prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. (f) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. (g) all fees required to be paid to the Administrative Agent or the Arranger on or before the Closing Restatement Effective Date shall have been paidpaid in full (including without limitation the fees referred to in the Fee Letter), and all fees required to be paid to the Lenders on or before the Restatement Effective Date shall have been paid in full. (ch) Unless waived by Administrative Agent, Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two (2) Business Days prior to the Closing Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that provided, that, such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (di) The IPO Administrative Agent shall have occurredreceived copies of all of the Term Loan Documents, in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received all documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Restatement Effective Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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, the Guaranties, Agreement and the applicable Pledge AgreementsSubsidiary Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and Borrowerthe Parent; (ii) a Note executed by the applicable Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to be a party and (B) a copy of a Certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party organized in the U.S. certifying (1) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (2) that such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, existing and in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectstanding; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXXxxxx Xxxx & Xxxxxxxx, Xxx Xxxx U.S. counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-1 and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) a favorable opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-2 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request, including as to Canadian withholding tax matters; (vii) a favorable opinion of Xxx Xxxxxxx, general counsel of the Parent, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-3 and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals approvals, if any, 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; (viiix) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that 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, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant reasonably satisfactory to the Loan Documents Administrative Agent that the Merger has been obtained and or substantially concurrently with the Closing Date is in effectbeing consummated; and (xi) such other assurances, certificates, documents, consents evidence that the Existing Credit Agreement has been or opinions as Administrative Agent, L/C Issuer concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or Required Lenders reasonably may requireconcurrently with the Closing Date are being released. (b) Any All fees required to be paid to the Administrative Agent, the Arranger and the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Borrowers and the Administrative Agent). (d) There shall not have occurred and be continuing as of or otherwise arisen before the Effective Time (as defined in the Merger Agreement) any event, occurrence or development which, individually or in the aggregate, has or would reasonably be expected to have a “Material Adverse Effect” (as defined in the Merger Agreement) on the Target. (e) There shall not have been instituted or pending any action or proceeding by any “Governmental Authority” (as defined in the Merger Agreement) (A) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger, (B) seeking to restrain or prohibit the Parent or any of the Parent’s Affiliates’ (x) ability effectively to exercise full rights of ownership of the Target Stock, including the right to vote any shares of the Target Stock acquired or owned by the Parent or any of the Parent’s Affiliates following the Effective Time on all matters properly presented to the Target’s shareholders or (y) ownership or operation (or that of its respective subsidiaries or affiliates) of all or any material portion of the business or assets of the Target and its Subsidiaries, taken as a whole, or of the Parent and its Subsidiaries, taken as a whole, (C) seeking to compel the Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Target and its Subsidiaries, taken as a whole, or of the Parent and its Subsidiaries, taken as a whole or (D) that otherwise would reasonably be expected to have a “Material Adverse Effect” (as defined in the Merger Agreement) on the Parent or the Target. (f) There shall not have been any action taken, or any Applicable Law (as defined in the Merger Agreement) proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 to the Merger, that would reasonably be expected, directly or indirectly, to result in any of the consequences referred to in clauses (A) through (D) of Section 4.01(e) above. (g) The IPO absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Parent, threatened in any court or before any arbitrator or Governmental Authority that has had or could reasonably be expected to materially and adversely affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents. (h) The Administrative Agent and the Lenders shall have occurredreceived: (i) audited consolidated financial statements of the Target for the three fiscal years ended on or prior to December 31, 2005, unaudited consolidated financial statements of the Target for any interim quarterly periods that have ended since the most recent of such audited financial statements but more than 45 days prior to the Closing Date, and pro forma financial statements as to the Parent and its subsidiaries giving effect to the Merger (to be based on the nine-month period ended September 30, 2006), together with pro forma calculations of the Consolidated Interest Coverage Ratio and Consolidated Indebtedness to Capitalization Ratio showing pro forma compliance with Section 7.11 for such period, and (ii) forecasts prepared by management of the Parent of balance sheets, income statements and cash flow statements for each fiscal year following the Closing Date for the term of the Senior Credit Facilities. (i) The Merger Agreement shall be in full force and effect and the Merger shall have been consummated (or shall be consummated substantially concurrently with the initial funding under the Senior Credit Facilities) on substantially the terms set forth in the Merger Agreement, without any amendment, waiver or modification of any material term or condition that is materially adverse to the interests of the Lenders and that is not consented to by the Administrative Agent. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be (to the extent applicable) originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the 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 and the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to Administrative Agent, each Lender, and Borrower; (ii) a Note Notes executed by Borrower the Borrowers in favor of each Lender requesting a NoteNotes; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the 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 (as applicable) and qualified to engage in business in each the jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effectformation; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXeach of (A) Gxxxxx, Xxx Xxxx Dxxx & Cxxxxxxx LLP, counsel to the Loan Parties, (B) Jxxxx X. Xxxxxxx III, internal counsel to the Loan Parties, (C) Loyens & Loeff N.V., Netherlands counsel to the Loan Parties and local (D) Bxxxx XxXxxxxx, Luxembourg counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are locatedParties, in each case, case addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (vi) a certificate 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[Reserved]; (vii) a certificate signed by a Responsible Officer of Borrower Holdings certifying that (A) that the conditions specified representations and warranties of (i) Holdings and the Borrowers contained in Sections 5.02(a) Article V and (bii) have been satisfiedeach Loan Party contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date, (B) that no Default exists, or would result from such proposed Credit Extension or from the application of the proceeds thereof, (C) 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, either individually or in the aggregate, a Material Adverse Effect; and (D) the current Debt Ratings; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower;[Reserved]; and (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents Existing Credit Agreement has been obtained or concurrently with the Closing Date is being terminated and is in effect; and (xi) such other assurances, certificates, documents, consents all Liens securing obligations under the Existing Credit Agreement have been or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may requireconcurrently with the Closing Date are being released. (b) Any fees required to be paid by the Loan Parties on or before the Closing Date under the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, Borrower the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and the Arrangers required to be reimbursed by this Agreement (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower the Company and the Administrative Agent). (d) The IPO Lenders shall have occurredreceived, at least five days prior to the Closing Date, all information they shall have requested under anti-terrorism and anti-money-laundering laws and regulations, including the Patriot Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, the Guaranties, Agreement and the applicable Pledge AgreementsGuaranty, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXGxxxxx, Xxx Xxxx Dxxx & Cxxxxxxx LLP, counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to such the matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably requestset forth in Exhibit G; (vi) a certificate 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 certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on September 30, 2006 giving pro forma effect to any repayments or incurrences of Indebtedness after such date (including any incurrence of Indebtedness under this Agreement on the Closing Date), signed by a Responsible Officer of the Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (xi) such other assurancesfor the Borrower and its Subsidiaries, certificatesunaudited quarterly statements for each fiscal quarter of the fiscal year ending December 31, documents, consents or opinions as Administrative Agent, L/C Issuer or Required Lenders reasonably may require2006 ended at least 45 days prior to the Closing Date. (b) Any fees required to be paid on or before the Closing Date to the Administrative Agent, the Arranger and the Lenders shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO Borrower shall be satisfied that each Lender is either a Regulated Financial Institution or, if not a Regulated Financial Institution, each such Lender, in the judgment of the Borrower, is not a TSP or a TSP Affiliate. (e) The Closing Date shall have occurredoccurred on or before February 6, 2007. Without limiting the generality of the provisions of the last paragraph of Section 10.03Article IX, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Extension. The obligation of L/C the Letter of Credit Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this Agreement, the Guaranties, and the applicable Pledge Agreements, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in Delaware and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of Xxxxxxxx Xxxxxx XX XXXMxxxxx, Xxx Xxxx Xxxxx & Bxxxxxx, and Axxxxx Xxxxxx, Esq., counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Initial Borrowing Base Properties are located, in each caseParties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit F and such other matters concerning the Loan Parties and the Loan Documents as Administrative Agent the Required Lenders may reasonably request; (vi) copies of central filing UCC searches of the Borrower and its Subsidiaries, each such search showing no Liens except Liens permitted pursuant to Section 7.01; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals (other than Board 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 and documents executed in connection with the IPO 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 (other than Board approvals) are so requiredrequired with respect thereto; (viiviii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.02(a4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Borrowing Base Report and Compliance Certificate as of the Closing Date, signed by a Responsible Officer of Borrower; (ix) the Property Information with respect to each of the Initial Borrowing Base Properties; (x) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; (xi) evidence that the IPO has been consummated in form and substance satisfactory to the Administrative Agent and the proceeds from the IPO are not less than $75,000,000; (xii) the Audited Financial Statements and the unaudited financial statements of the Borrower for the quarter ended March 31, 2006; (xiii) financial projections of the Borrower’s consolidated operations including, on a quarterly basis from the Closing Date until the Maturity Date projected, quarterly balance sheets, income statements and statements of cash flows of the Borrower and its Subsidiaries; (xiv) a Compliance Certificate, duly and properly executed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower dated the date hereof but with all calculations made as of March 31, 2006; and (xixv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, L/C Issuer the Letter of Credit Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been paid, including those fees required to be paid in the Fee Letter. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The IPO shall have occurred. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.