Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

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

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.29.2). (a) The Administrative Agent and the Joint Lead Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Credit Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderevidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, duly executed Notes payable to such Lender(B) all amounts outstanding under the Existing Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (viv) certified copies of the articles or certificate of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationthe Borrower; (viv) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, inside or outside counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viivi) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(vi), dated the Closing Date and signed by a Responsible Financial Officer, confirming compliance with certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the conditions Borrower set forth in paragraphs the Credit Documents are true and correct in all material respects and (aC) since September 30, 2020, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (b) and (c) of Section 3.2 andcontingent or otherwise), further, demonstrating compliance with Sections 6.1 and 6.2 as properties or prospects of the most recent fiscal quarter endedBorrower and its subsidiaries taken as a whole; (viiivii) if a certificate dated Borrowing will be made on the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregateDate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form Notice of Borrowing and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2020 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2020 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof); and (x) such other documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as defined below). (d) At least five (5) days prior to the Closing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness. The obligations This Amendment shall become effective as of the Lenders (including the Swingline Lender) initially to make Loans Effective Date when and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The if Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have has received the following: (ia) a counterpart of this Agreement signed Amendment, duly executed by or on behalf of Borrower, each party thereto or written evidence satisfactory to the Guarantor and Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent; (iib) if requested by any LenderAdministrative Agent, duly executed Notes payable a certificate of a Responsible Officer, certifying the names and true signatures of the officers of Borrower authorized to such Lenderexecute and deliver this Amendment; (iiii) if requested by Administrative Agent, for Borrower and each Guarantor that is not a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretarypartnership, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards the Board of directorsManagers or Board of Directors of Borrower or such Guarantor, or partnership agreement or limited liability company operating agreement, or comparable organizational documents approving and authorizations, authorizing the execution, delivery and performance by Borrower or such Guarantor of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents this Amendment and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)hereby, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed certified by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event of Borrower or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, such Guarantor; and (Bii) as to the absence for each Guarantor that is a partnership, evidence of any action, suit, investigation or proceeding pending or, to the knowledge approval and authorization of the Borrowerexecution, threatened in any court delivery and performance by such Guarantor of this Amendment and the transactions contemplated hereby, accompanied by a certificate from the general partner or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectother appropriate managing partner; (ixd) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained if requested by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers a Responsible Officer (or general partner or other appropriate managing partner, as applicable) of each Loan PartyGuarantor, describing in reasonable detail certifying the types names and amounts true signatures of insurance (property the officers of such Guarantor authorized to execute and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicabledeliver this Amendment; and (xive) a duly executed funds disbursement agreementsuch other assurances, certificates, Loan Documents, other documents, consents and opinions as Administrative Agent may reasonably require.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially Noteholders to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit purchase Notes hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent and the Noteholders shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Noteholders and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent and one firm of outside counsel for the Required Noteholders, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower Issuer hereunder, under any other Loan Note Document and under any agreement with the Administrative Agent. The Administrative Agent or Banc shall have received a fully executed copy of America Securities, LLC, as Arrangerthe Agent Fee Letter. (b) The Administrative Agent (or its counsel) and the Noteholders (or their counsel) shall have received the following, each to be in form and substance satisfactory to the Required Noteholders: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyNote Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Note Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Note Party executing the Loan Note Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Note Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationNote Party; (viiv) a favorable written opinion opinions of Xxxxxx & Xxxxxxx LLP and Squire Xxxxxx Xxxxx & Xxx Xxxxx PLLCLLP, counsel to the Loan Note Parties, addressed to the Administrative Agent and each of the LendersNoteholders, and covering such matters relating to the Loan Note Parties, the Loan Note Documents and the transactions contemplated therein as the Required Noteholders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent or and the Lenders shall reasonably requestNoteholders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that immediately after giving effect to the conditions purchase of the Notes, (A) no Default or Event of Default exists, (B) all representations and warranties of each Note Party set forth in paragraphs the Note Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (bC) since the date of the financial statements of the Issuer described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (cD) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as immediately after giving pro forma effect to the purchase of the most recent fiscal quarter endedNotes and the consummation of the Closing Date Transactions, the Surplus and Liquidity Amount is not less than $125,000,000; (vi) a duly executed Notice of Issuance shall have been delivered in accordance with Section 2.2, together with a flow of funds setting forth the sources and uses of the proceeds hereof; (vii) copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Agreement of any Note Party, in connection with the execution, delivery, performance, validity and enforceability of the Note Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any use of the proceeds thereof shall be ongoing; (viii) copies of (A) the Historical Financial Statements and (B) financial projections on a certificate monthly basis through the Fiscal Month ending September 30, 2022; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof for the last 12 Fiscal Months ended September 30, 2019, calculated on a pro forma basis as if the Closing Date Transactions had occurred as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that the issuance of the Closing Date Warrants shall have been or, substantially concurrently with the purchase of the Notes under this Agreement shall be, issued on terms and conditions reasonably acceptable to the Required Noteholders; (xi) a certificate, dated the Closing Date and signed by a Responsible Officer certifying (A) of the Issuer, confirming that since March 31the Note Parties and their Subsidiaries, 2007 there has been no event or condition which has had or could reasonably be expected to havetaken as a whole, either individually or in the aggregate, a Material Adverse Effect, and (B) as are Solvent immediately after giving effect to the absence of any action, suit, investigation or proceeding pending or, to the knowledge purchase of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with Notes and the Loans and any transaction being financed with the proceeds consummation of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)Closing Date Transactions; (xii) the Guaranty and Security Agreement, duly executed by the Issuer and each of the Subsidiary Note Parties, together with (A) UCC financing statements and other applicable documents under the laws of all necessary jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Required Noteholders in order to perfect such Liens, duly authorized by the Note Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary jurisdictions and under all legal and trade names of the Note Parties, as reasonably requested by the Required Noteholders, indicating that there are no prior Liens on any of the Collateral other than Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a certificate Perfection Certificate, duly completed and executed by the Issuer, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements (if applicable), (E) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, original certificates evidencing all issued and outstanding shares of insurance issued Capital Stock of all Note Parties that constitute “certificated securities” under the UCC and (F) subject to the Intercreditor Agreement and/or any applicable Market Intercreditor Agreement, stock or membership interest powers or other appropriate instruments of transfer executed in blank with respect to such “certificated securities”; (xiii) copies of all Material Agreements listed on behalf Schedule 3.1(b)(xiii); (xiv) property and liability certificates of insurers of each Loan Partyinsurance, in form and detail acceptable to the Required Noteholders, describing in reasonable detail the types and amounts of insurance (property and liability) liability insurance maintained by such Loan Partyany of the Note Parties, in each case naming the Administrative Agent as lender loss payee or additional insured under all liability insuranceinsured, as the case may be; (xiiixv) a duly executed Notices of Borrowing, if applicableCollateral Assignment; (xvi) a duly executed Intercreditor Agreement; and (xivxvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Noteholder shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Noteholder that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementNoteholder unless the Administrative Agent shall have received notice from such Noteholder prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make their initial Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, an authorized signatory of each Loan Party, Party attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer signatory of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required failure to be qualified to do business as a foreign corporationcorporation or limited liability company could reasonably be expected to have a Material Adverse Effect; (viiv) a favorable written opinion opinions of Xxxxx & Xxx Xxxxx PLLCXxxxxxx and Xxxxxx LLP, counsel to the Loan Parties, and such local counsel as shall be necessary, in each case, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xvi) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming as of the Closing Date and after giving effect to the Related Transactions and the incurrence of the Indebtedness and obligations being incurred in connection with this Agreement and the Related Transactions on the Closing Date, the Borrower and its Restricted Subsidiaries, taken as a whole, are Solvent; (vii) the Guaranty and Security Agreement, duly executed by the Borrower and each other Loan Party, and the Parent Pledge Agreement, duly executed by Parent, together with, to the extent applicable, (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement and the Parent Pledge Agreement, as requested by the Administrative Agent and to the extent required thereby in order to perfect such Liens, duly authorized by the Loan Parties and Parent, as applicable, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties and Parent, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, other Liens not prohibited under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed payoff lettersPatent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock required to be pledged under the Guaranty and Security Agreement and the Parent Pledge Agreement and (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (viii) certificates of insurance, in form and substance satisfactory detail reasonably acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xivix) all other agreements, documents, certificates, instruments and other items set forth on the closing checklist attached hereto as Exhibit 3.1, other than those that are specified therein as permitted to be delivered after the Closing Date. (b) All the existing third party Indebtedness of the Borrower and its Subsidiaries (excluding any Indebtedness permitted to remain outstanding after the Closing Date pursuant to the Loan Documents (including pursuant to Section 7.1), but including the Prior Indebtedness) will be refinanced or repaid in full (or substantially simultaneously with the initial Borrowing under this Agreement shall be refinanced or repaid in full), all commitments in respect thereof terminated, and all security and guaranties in respect thereof discharged and released (other than any obligations which survive such termination by their express terms). (c) The Administrative Agent shall have obtained CUSIP numbers for the Loans and Commitments, as applicable. (d) The Closing Date Merger shall have been consummated, or substantially simultaneously with the funding of the initial Loans hereunder, shall be consummated, in accordance with the terms of the Closing Date Merger Agreement. (e) The Administrative Agent shall have received such other documents, certificates, information and legal opinions as the Administrative Agent or the Required Lenders shall have reasonably requested, including, if the Borrower qualifies as a duly executed funds disbursement agreement“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The funding of the initial Loans hereunder shall be conclusive evidence that the foregoing conditions were satisfied or waived.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement as provided herein, and the obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). The Administrative Agent and the Borrower shall execute a notice confirming the satisfaction of such conditions and the occurrence of the Closing Date. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, LLCInc., as Arranger. (b) The Administrative Agent shall have completed and be satisfied with all due diligence with respect to the Borrower and its Subsidiaries, including but not limited to review of the Investment Objectives, risk management procedures, accounting policies, systems integrity, compliance, management and organizational structure, and the loan and investment portfolio of the Borrower and its Subsidiaries; (c) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable originals of each Control Agreement with respect to such Lenderall Collateral Accounts, Clearing Accounts, deposit accounts, securities, securities entitlements, other financial assets held with any financial institution other than Administrative Agent or its affiliates (other than the Approved Brokerage Accounts); (iii) a the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Guarantee Agreement Guarantors requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, and Indemnity (C) a Perfection Certificate duly completed and Contribution Agreementexecuted by the Borrower; (iv) [reserved]; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(c)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of Xxxxx Paul, Hastings, Xxxxxxxx & Xxx Xxxxx PLLCXxxxxx, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(c)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) a duly executed Notice of Borrowing; (x) a duly executed Federal Reserve Form U-1, executed by the Borrower and the Administrative Agent on behalf of each Lender; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xii) a duly completed and executed certificate of the type described in Section 5.1(c) including calculations of the financial covenants set forth in Article VI hereof as of February 28, 2010; (xiii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiv) copies of the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Year ending November 30, 2009; (xv) a duly completed and executed payoff lettersBorrowing Base Certificate as of two days prior to the Closing Date; (xvi) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party is a party or by which any of its assets are bound; (xvii) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) covering any of the tangible insurable Collateral maintained by such the Loan PartyParties, in each case naming the Administrative Agent as additional insured under all liability insuranceand loss payee, as appropriate; (xiiixviii) duly executed Notices the Administrative Agent shall have reviewed and be satisfied with the Borrower’s compliance with underwriting policies for the Fiscal Quarter ended November 30, 2009 and prior to the Closing Date and shall have completed a satisfactory review of Borrowingthird party valuation reports prepared on behalf of the Borrower for the Fiscal Quarter ended November 30, if applicable2009; and (xivxix) the Administrative Agent shall have reviewed and approved, in its reasonable discretion, the valuations for all Private MLP Common and Preferred Units. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially this Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received all fees be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and other amounts due each in form and payable substance satisfactory to Administrative Agent: (i) executed counterparts of this Agreement, Parent Guaranty, the Subsidiary Guaranty and the applicable Pledge Agreements; (ii) Revolving Notes and Term Notes executed by Borrower in favor of each Lender who has requested a Note on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel date that is two Business Days prior to the Administrative Agent) required to be reimbursed or paid Effective Date and the Swingline Note executed by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such LenderBorrower; (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 duly executed Subsidiary Guarantee Responsible Officer in connection with this Agreement and Indemnity and Contribution Agreementthe other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of legal counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Property Owners of the Initial Borrowing Base Properties are organized, in each case, addressed to Administrative Agent and each Lender, addressing such matters with respect to the Loan Parties as Administrative Agent may reasonably request; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, a Responsible Officer of each Loan Party, Party either (A) attaching and certifying copies of its bylaws all consents, licenses and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Partiesconsents, the Loan Documents licenses and the transactions contemplated therein as the Administrative Agent approvals shall be in full force and effect, or the Lenders shall reasonably request(B) stating that no such consents, licenses or approvals are so required; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer of Borrower certifying (A) that since March 31the conditions specified in Sections 5.02(a) and (b) have been satisfied, 2007 and (B) that there has been no event or condition which circumstance since the date of the Pro Forma Financial Statements that has had or could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, ; (viii) a duly completed Borrowing Base Report and (B) Compliance Certificate as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Effective Date, signed by a Responsible Officer of Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consentsto the extent requested by the Administrative Agent with respect to any Initial Borrowing Base Property, approvals, authorizations, registrations or filings required the Property Information with respect to such Initial Borrowing Base Property (which Property Information may be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loansavailable through an electronic database); (x) duly executed payoff letters, in form and substance satisfactory evidence that all insurance required to be maintained pursuant to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment Loan Documents has been obtained and is in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationseffect; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no all indebtedness, liabilities or obligations owing by the Loan Parties under the Existing Revolving Credit Agreement shall have been paid in full and all guarantees in respect of, and Liens exist on any assets securing, such indebtedness, liabilities or properties of any such Loan Party (other than Liens permitted by Section 7.2);obligations have been released; and (xii) a certificate such other certificates, documents, consents or opinions as Administrative Agent shall reasonably request as further described in the list of insurance issued closing documents attached hereto as Exhibit F. (b) Any fees required to be paid on behalf or before the Effective Date shall have been paid. (c) Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of insurers of each Loan Partycounsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced at least two days prior to the Effective Date, describing in reasonable detail the types and plus such additional amounts of insurance 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 (property provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and liability) maintained Administrative Agent). 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 or an Assignment and Assumption 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 such Loan Party, naming the or acceptable or satisfactory to a Lender unless Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket reasonable and documented (in summary form) costs and expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, the Lead Arrangers and their Affiliates (including, with respect to the Axxxxxxxxxxxxx Xxxxx, XXXX and their Affiliates only, the reasonable and documented (in summary form) fees, disbursements, and expenses of one outside counsel (and any required special or local counsel)), in each case, required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document Document, the Fee Letters, and under any other agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, Secretary (or manager or member, as applicable, other comparable Responsible Officer) of each Loan PartyParty in substantially the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (A) the jurisdiction of incorporation or organization of such Loan Party and (B) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation where the failure to be so qualified would reasonably be expected to have a Material Adverse Effect; (viiv) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCDechert LLP, counsel to the Loan Parties, and, if reasonably requested by Administrative Agent, customary local counsel opinions with respect to certain Loan Parties each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in substantially the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions set forth in paragraphs (a)funding of the Initial Term B Loans and any initial Revolving Borrowing, (bx) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2012, there has been no change with respect to, or event or condition affecting, the Borrower and its Subsidiaries on a consolidated basis and taken as a whole which has had or could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (By) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened Specified Representations shall be true and correct in any court or before any arbitrator or governmental authority all material respects (other than those Specified Representations (i) that could reasonably be expected to have are expressly qualified by a Material Adverse EffectEffect or other materiality, in which case such Specified Representations shall be true and correct in all respects or (ii) that expressly relate to an earlier date, in which case such Specified Representations shall be true and correct in all material respect as of such earlier date); (ixvi) a duly executed Notice of Borrowing, together with a report setting forth the sources and uses of the proceeds hereof; (vii) a counterpart of the ABDC Intercreditor Agreement signed by or on behalf of each party thereto; (viii) certified copies of all material consents, approvals, authorizations, registrations or registrations, filings and orders required to be made or obtained under any Requirement of Law, or by each any material Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) copies of (A) Projections for the LoansBorrower and its Subsidiaries prepared on a quarterly basis for the calendar year ending December 31, 2013 and annually thereafter through June 30, 2018 and (B) the financial statements described in Section 4.4(a); (x) subject to the Company Certain Funds Provision, the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (including the PBM Strategic Joint Venture, but excluding any Specified Strategic Joint Venture (in form each case, if formed prior to the Closing Date)), together with (A) UCC financing statements and substance satisfactory other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as reasonably requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as reasonably requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Specified Permitted Liens and Liens to be released on the Closing Date, (C) an Information and Collateral Disclosure Certificate, duly completed and executed by the Loan Parties, (D) as necessary, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, and (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, in the case of any Foreign Subsidiary directly owned by a Loan Party, not more than 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary), in each lender holding Indebtedness to be refinanced at closingcase, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as extent certificated prior to the termination Closing Date and in the actual possession of the Commitments thereunderBorrower on the Closing Date, the payment and related stock or membership interest powers or other appropriate instruments of transfer executed in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsblank; (xi) UCCsubject to Section 5.16 and the Company Certain Funds Provision, judgment Account Control Agreements and tax lien searches in Government Receivables Account Agreements, duly executed by each Permitted Third Party Bank and the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each applicable Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) subject to Section 5.16 and the Company Certain Funds Provision, with respect to each leased property of the Loan Parties located at 10000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx, Xxxxxxxxx 00000 and 100 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 and each additional leased property where books or records are stored or located, a certificate copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property; provided that if such Loan Party is unable to deliver any such Collateral Access Agreement after using its commercially reasonable efforts to do so, the Administrative Agent shall waive the foregoing requirement in its reasonable discretion; (xiii) copies of duly executed payoff letters with respect to any existing Indebtedness for borrowed money of the Loan Parties that exists prior to the Closing Date and will be repaid on the Closing Date, together with (A) UCC-3 or other appropriate termination statements releasing all liens of the existing lenders upon any of the personal property of the Borrower and its Subsidiaries and authorizations to file such UCC-3s, (B) cancellations and releases releasing all liens of the existing lenders upon any real property owned by the Borrower and its Subsidiaries, and (C) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness (other than Permitted Surviving Debt); (xiv) (A) certificates of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, and (B) subject to Section 5.16, a lender’s loss payable endorsement (in the case of each of the foregoing clauses (A) and (B), other than with respect to any director and officer indemnification policies, workers’ compensation policies and any policies that provide coverage for property that does not constitute Collateral); (xiiixv) duly executed Notices of Borrowing, if applicabledocumentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws at least five (5) Business Days prior to the Closing Date to the extent that such documentation and information was requested by Administrative Agent at least ten (10) days prior to the Closing Date; and (xivxvi) a duly executed funds disbursement certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower on behalf of each Loan Party, confirming that after giving effect to the execution and delivery of the Loan Documents, the incurrence on the Closing Date of any Revolving Loans and the Initial Term B Loans (and, in each case, the use of proceeds thereof on the Closing Date), the issuance on the Closing Date of any Letters of Credit, and the other transactions contemplated herein to occur on the Closing Date, the Borrower and its Subsidiaries on a consolidated basis are Solvent. (c) The Borrower shall have used commercially reasonable efforts to obtain credit ratings for the credit facilities evidenced hereunder and the corporate family credit of the Borrower and its Subsidiaries by both S&P and Mxxxx’x. (d) The Administrative Agent shall have received evidence in form and substance reasonably satisfactory to the Administrative Agent that, prior to or substantially concurrently with the effectiveness of this Agreement, (i) the Existing Senior Notes Redemption has occurred and all obligations of the Borrower and its Subsidiaries in connection with the Existing Senior Notes have been or will be terminated and released immediately prior to or contemporaneously with the effectiveness of this Agreement or (ii) if the Existing Senior Notes Redemption has not occurred (A) the Existing Senior Notes Indenture has been amended to delete all covenants therefrom in accordance with the documents governing the Existing Senior Notes Redemption and (B) this Agreement and the other Loan Documents, all Loans made and Letters of Credit issued on the Closing Date, and all Collateral granted under the Loan Documents are permitted under the Existing Senior Notes Indenture and any other documentation governing the Existing Senior Notes on the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Notwithstanding anything in this Agreement, any other Loan Document or any other letter agreement, document, instrument, agreement or other undertaking concerning the financing of the transactions contemplated by this Agreement to the contrary, (i) the only representations and warranties relating to the Borrower and its Subsidiaries and businesses in the Loan Documents the accuracy of which shall be a condition to the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date shall be the Specified Representations, and (ii) the terms of the Loan Documents shall not impair the availability of the Initial Term B Loans or any initial Revolving Borrowing to be made on the Closing Date if the conditions set forth in this Section 3.1 shall have been satisfied or waived (it being understood that, with respect to any Collateral owned by any Loan Party prior to the CarePoint Acquisition, to the extent any Lien on such Collateral (other than any Collateral the Lien on which may be perfected by (a) the filing of a UCC financing statement or (b) the delivery of stock certificates and related stock powers, together with appropriate instruments of transfer, to the extent that such equity is certificated prior to the Closing Date and is in the Borrower’s actual possession on the Closing Date) is not perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the perfection of any such Lien will not constitute a condition precedent to the availability of the Initial Term B Loans or any initial Revolving Borrowing on the Closing Date but any such Lien will be required to be perfected after the Closing Date pursuant to Section 5.16 (as any period set forth therein may be extended by the Administrative Agent in writing). This paragraph is referred to as the “Company Certain Funds Provision”.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Thethe Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date (or as otherwise provided for in the Fee Letter) to the extent invoiced at least two Business Days prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Joint Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.Document. ; (b) The Thethe Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter documents registered organizational document of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion opinions of Xxxxx (x) Xxxxxx & Xxx Xxxxx PLLCXxxxxx L.L.P., counsel to the Loan Parties, (y) Xxxxxxxx, Leach, Herlong, Xxxxxx & Xxxxx, P.C., Alabama counsel to the Loan Parties, and (z) counsel in each state in which any Mortgaged Property for which an amendment will not be executed pursuant to clause (xii) below is located, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, Lenders and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying, among other things, that after giving effect to the conditions funding of the initial Borrowing (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (a)other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, (bin which case such representations and warranties are true and correct in all respects) except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and as of such earlier date and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2012, there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) certified a duly executed Notice of Borrowing for the initial Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) copies of all consents, approvals, authorizations, registrations registrations, filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming that the MLP and its Subsidiaries, on a consolidated basis, are Solvent both immediately before and immediately after giving effect to the funding of the Loansinitial Borrowing and the consummation of the transactions contemplated by the Loan Documents to occur on the Closing Date; (x) the Guaranty and Security Agreement, duly executed payoff letters, in form by the Borrower and substance satisfactory to each of the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Guarantors, together with evidence satisfactory (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent as in order to the termination perfect such Liens, duly authorized by such Loan Parties, (B) copies of the Commitments thereunderfavorable UCC, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCCtax, judgment and tax fixture lien searches search reports in the jurisdiction all necessary or appropriate jurisdictions and under all legal and trade names of such Loan Parties, indicating that there are no prior Liens on any of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (Collateral other than Liens permitted by Section 7.2)7.2 and Liens released on the Original Closing Date and (C) a perfection certificate, duly completed and executed by the Borrower; (xi) the Master Reaffirmation Agreement, duly executed by the Borrower and each of the Guarantors; (xii) a certificate of insurance issued on behalf of insurers of if requested by the Administrative Agent, amendments to the Mortgages covering all Mortgaged Property, duly executed by each applicable Loan Party, together with (A) endorsements to the title insurance policies with respect to such Mortgages in form and substance, and in such amounts, reasonably acceptable to the Administrative Agent; (B) evidence that counterparts of such amendments are in form for recording in the recording office of all applicable political subdivisions and places to the extent necessary or desirable, in the judgment of the Administrative Agent, to maintain a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on such Real Estate in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law) together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and evidence of payment by the Borrower of all title policy premiums, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such amendments and issuance of such endorsements referred to above; and (C) an opinion of counsel in each state in which any Mortgaged Property for which an amendment will be executed pursuant to this clause (xii) is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (xiii) certificates of insurance describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with lender’s loss payable endorsements; (xiiixiv) duly executed Notices (A) (i) the audited consolidated and consolidating balance sheet of BorrowingArc Terminals LP and its Subsidiaries as of December 31, if applicable2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, (ii) the audited consolidated and consolidating balance sheet of Arc Terminals Mobile Holdings LLC and its Subsidiaries as of December 31, 2010, December 31, 2011 and December 31, 2012, and the related audited consolidated and consolidating statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP, and (iii) the audited balance sheet of Gulf LNG as of December 31, 2011 and December 31, 2012, and the related audited statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by PricewaterhouseCoopers LLP; (B) (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer, and (ii) the unaudited balance sheet of Gulf LNG as of March 31, 2013 and June 30, 2013, and the related unaudited statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, as provided to the Borrower by Gulf LNG; and (C) financial projections of the MLP and its Restricted Subsidiaries on a quarterly basis for the Fiscal Years ending December 31, 2013 and December 31, 2014 and annually thereafter through December 31, 2018; and (xivxv) documentation and information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering laws.; and (c) Thethe MLP IPO shall have occurred and resulted in net proceeds of at least $75,000,000. Without limiting the generality of the provisions of this Section, 3.1, for purposes of determining compliance with the conditions specified in this Section, 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required hereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make the initial Loans and the obligation of the Issuing Bank initially to issue any Letter initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lenderany Lender requesting a Note, if so requested; (iii) a the Guaranty Agreement duly executed by each Subsidiary Guarantee required to execute the Guaranty Agreement in connection with the Existing Credit Agreement or otherwise required pursuant to Section 5.10; (iv) the Pledge and Indemnity Security Agreement duly executed by each of the Loan Parties and Contribution the Intellectual Property Security Agreements duly executed by the applicable Loan Parties having rights in intellectual property subject to such agreements; (v) an amendment to, or an amendment and restatement of, the Prudential Senior Secured Note Agreement duly executed by each party thereto; (vi) the Intercreditor Agreement; (ivvii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(vii), (a) attaching and certifying copies of (w) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, or comparable organizational documents documents, as applicable, and authorizations(x) resolutions of its board of directors, board of members or general partner, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party party, (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, as applicable, and (z) evidence of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign entity and (b) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vviii) certified copies a certificate of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State Chief Financial Officer of the jurisdiction of incorporation or organization Borrower that, after giving effect to the Credit Extensions made on the Closing Date, neither the Borrower nor its Subsidiaries will be “insolvent,” within the meaning of such Loan Party and each other jurisdiction where term as defined in § 101 of Title 11 of the United States Code, or be unable to pay its debts generally as such Loan Party is required debts become due, or have an unreasonably small capital to be qualified to do engage in any business as a foreign corporationor transaction, whether current or contemplated; (viix) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC(x) Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLC, counsel to the Loan Parties, and (y) Polsinelli Xxxxxxxx PC, special Kansas counsel to Midland Credit Management, Inc., each addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viix) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(x), dated the Closing Date and signed by a Responsible Officer: (a) certifying that, confirming compliance with after giving effect to the conditions funding of any initial Loan or initial issuance of a Letter of Credit (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixb) certifying that no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries that (y) purports to enjoin or restrain any Lender from making a Credit Extension hereunder or (z) could reasonably be expected to have a Material Adverse Effect; (c) attaching certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any contractual obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; and (d) attaching certified copies of all agreements, indentures or notes governing the Loansterms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound. (xi) a duly executed Notice of Borrowing; (xxii) duly executed payoff lettersthe results of a Lien search (including a search as to judgments, pending litigation, tax and intellectual property matters), in form and substance reasonably satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness made against the Loan Parties under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Loan Party, 2004, together with indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens); (xiii) evidence reasonably satisfactory to the Administrative Agent as that at least sixty percent (60%) of all cash collections and other Receivables acquired by any Loan Party have, prior to the termination Closing Date, been deposited in collection accounts maintained with one or more of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsLenders; (xixiv) UCC, judgment (a) copies of audited consolidated financial statements for the Borrower and tax lien searches in its Subsidiaries for the jurisdiction three fiscal years most recently ended for which financial statements are available and interim unaudited financial statements for each quarterly period ended since the last audited financial statements for which financial statements are available and (b) projections prepared by management of the chief executive office Borrower of balance sheets and jurisdiction income statements of incorporation or organization the Borrower and its Subsidiaries, which will be quarterly for the first year after the Closing Date, and balance sheets, income statements and cash flow statements of each Loan Partythe Borrower and its Subsidiaries, together with copies annually thereafter for the term of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)this Agreement; (xiixv) a certificate duly completed and executed Compliance Certificate of the Borrower including pro forma calculations establishing compliance with the financial covenants set forth in ARTICLE VI hereof as of the most recently completed fiscal quarter of the Borrower for which financial statements are available; (xvi) all information the Administrative Agent and each Lender may request with respect to the Borrower and its Subsidiaries in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any other “know your customer” or similar laws or regulations; and (xvii) certificates of insurance issued on behalf of insurers of each the Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Loan PartyParties, naming the Administrative Collateral Agent as additional insured under all on liability insurance;policies and lender loss payee endorsements for property and casualty policies. (xiiic) The Collateral Agent shall have received (i) the certificates, if any, evidencing the capital stock or other equity interests pledged pursuant to the Pledge and Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, subject to Section 5.12 and (ii) each instrument pledged to the Collateral Agent pursuant to the Pledge and Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably satisfactory to the Collateral Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), shall have been duly executed Notices of Borrowingand delivered and/or be in proper form for filing, if applicable; and (xiv) a duly executed funds disbursement agreementregistration or recordation.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make initial Loans hereunder and the obligation of the Issuing Bank initially to issue any initial Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLCBAS, as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the duly executed Notes payable to such Lender; (iii) a the duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Guaranty Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization formation of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vi) a favorable written opinion of Xxxxx Hunton & Xxx Xxxxx PLLCXxxxxxxx, LLP, counsel to the Loan Parties, and Scarlett May, General Counsel of the Borrower (in the form of Exhibit 3.1(b)(vi)), addressed to the Administrative Agent and each of the CHAR1\935816v6 Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), ) and (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31duly executed Notices of Borrowing, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to that the termination of Existing Credit Agreement has been terminated and all interest, fees and principal accrued thereunder through the Commitments thereunder, the payment Closing Date will be paid in full of all obligations owing thereunder and from the release of any and all liens and security interests securing such obligations;initial Revolving Loans under this Agreement; and (xi) UCC, judgment all other documents and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming information as the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices reasonably requests. Without limiting the generality of Borrowingthe provisions of Section 9.4, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section 3.1, 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.23): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securitiesthe Lead Arrangers, LLCin each case, as Arrangerto the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party; (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable; (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party which owns a Borrowing Base Asset is required to be qualified to do business as a foreign corporationcompany, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of (A) Xxxxxxxx and Xxxxx & Xxx Xxxxx PLLCLLP, counsel to the Loan Parties; and (B) DLA Piper LLP, a Maryland counsel to the Loan Parties, and (C) Albright, Stoddard, Xxxxxxx & Xxxxxxxx, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions transactions contemplated hereby, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 2015, there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (ixv) certified copies of all material consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each Loan Party case, as of the Closing Date, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall have been obtained and shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) copies of (A) pro forma consolidated financial statements for the REIT Guarantor and its Subsidiaries for the fiscal year ended December 31, 2014, including in each case the related statements of income, shareholders’ equity and cash flows, in form and substance reasonably satisfactory to the Lead Arrangers; and (B) financial projections on a quarterly basis for the Fiscal Year ending December 31, 2015 and annually thereafter through December 31, 2018; (vii) a duly completed and executed Compliance Certificate, including calculations of the Loansfinancial covenants set forth in Article VI hereof as of March 31, 2015, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on March 31, 2015 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor and the Borrower confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, each of (A) the REIT Guarantor, (B) the Borrower and (C) the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as requested by the Administrative Agent, indicating that there are no existing Liens with respect to the Loan Parties other than Permitted Encumbrances, Liens set forth on Schedule 7.2 and Liens to be released on the Closing Date; (x) copies of a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness the administrative agent under the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10, 2004Agreement, together with evidence (a) UCC-3 or other appropriate termination statements, mortgage discharges and terminations, in each case in form and substance satisfactory to the Administrative Agent as Agent, releasing all liens of the lenders under the Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries granted pursuant to the termination Existing Credit Agreement and related financing documents, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the Commitments thereunderlenders under the Existing Credit Agreement upon any of the Real Estate of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, and (c) any other releases, terminations or other documents reasonably required by the payment in full Administrative Agent to evidence the payoff of all obligations owing thereunder Indebtedness owed to the lenders issued or incurred pursuant to the Existing Credit Agreement and the release of any and all liens and security interests securing such obligationsrelated financing documents; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)[Reserved]; (xii) a certificate each of insurance issued the Borrowing Base Asset Deliverables with respect to each Real Property Asset listed on behalf Part I of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance;Schedule 4.18; and (xiii) duly executed Notices a Borrowing Base Certificate, dated as of Borrowingthe Closing Date and signed by a Responsible Officer of the Borrower or the REIT Guarantor, if applicablesubstantially in the form of Exhibit B; and (xiv) at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes payable Subsidiary Guarantee Agreement by the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to such Lenderthe Hedging Obligations and Treasury Management Obligations of the Subsidiaries of the Borrower); (iii) a duly executed Subsidiary Guarantee copy of the Intercreditor Agreement in form and Indemnity and Contribution Agreementsubstance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, substantially in the form attached hereto as Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws or operating agreement, as applicable, and of the resolutions of its boards board of directors, directors (or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsequivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vi) a favorable written opinion of Xxxxx Xxxxxxxxxx Xxxxxxxx & Xxx Xxxxx PLLCXxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate certificate, dated the Effective Date substantially in the form of attached hereto as Exhibit 3.1(b)(vii), dated the Closing Date ) and signed by a Responsible Officer, (A) confirming compliance with the conditions set forth in paragraphs (aSections 3.2(a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect), and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority certifying that could reasonably be expected to have a Material Adverse Effect; (ixx) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired and (y) no known investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) a duly executed Notice of Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the Loansproceeds hereof; (x) duly executed payoff letterscertified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent; (xi) a solvency certificate, dated as of the Effective Date and signed by the chief financial officer of Borrower, confirming that the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated herein; (xii) (A) audited financial statements of the Borrower and its Subsidiaries for the period ending December 31, 2016 and (B) financial projections for the Borrower and its Subsidiaries for the next five (5) Fiscal Years; (xiii) all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and (xiv) such other documents, certificates, information or legal opinions as the Administrative Agent or the Lenders may reasonably request, all in form and substance satisfactory to the Administrative AgentAgent and the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, executed by each lender holding Indebtedness Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be refinanced at closingsatisfied with, including but not limited each document or other matter required thereunder to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as shall have received notice from such Lender prior to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees and other amounts due and payable on or prior to the Closing Date and, to the extent invoiced at least one Business Day prior to the Closing Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Left Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Left Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Secretary, Assistant Secretary, or manager or member, as applicable, other Responsible Officer of each Loan Party, attaching and certifying as to, and as applicable: (A) copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) copies of its bylaws and of bylaws, partnership agreement, limited liability company agreement, or similar organizational document, (C) the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying party, (D) the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; , and (vE) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiii) a favorable written opinion of Xxxxx Ropes & Xxx Xxxxx PLLCXxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (Ax) that since March no Default or Event of Default exist and (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects; (v) projections through December 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or 2020 prepared in good faith on the aggregatebasis of the assumptions stated therein; (vi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) if applicable, a Material Adverse Effectduly executed funds disbursement letter, together with a report setting forth the sources and uses of the proceeds hereof; (Bviii) as to a certificate, dated the absence of any action, suit, investigation or proceeding pending or, to the knowledge Closing Date and signed by a Responsible Officer of the Borrower, threatened in confirming that the Borrower and its Subsidiaries on a consolidated basis are Solvent after giving effect to the funding of any court or before any arbitrator or governmental authority that could reasonably be expected initial Revolving Borrowing and the consummation of the transactions contemplated to have a Material Adverse Effectoccur on the Closing Date; (ix) certified the Guarantee and Collateral Agreement, duly executed by the Borrower and each of the Guarantors, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guarantee and Collateral Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, and judgment lien search reports in all consents, approvals, authorizations, registrations necessary or filings required to be made or obtained by each Loan Party in connection with the Loans appropriate jurisdictions and any transaction being financed with the proceeds under all legal and trade names of the LoansLoan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Liens permitted hereunder, (C) that certain perfection certificate, duly completed and executed by the Loan Parties, and (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements; (x) duly executed payoff lettersat least three (3) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Requirements of Law, including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and (xi) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, naming in each case complying with the requirements set forth in Section 5.2 of the Guarantee and Collateral Agreement. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make the initial Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentAgent to the extent received on or prior to the Closing Date) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arranger (including the Fee Letter). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such each Lender; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementLoan Party; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by the Existing Lender, together with (a) UCC-3 or other appropriate termination statements, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance reasonably satisfactory to the Administrative Agent, releasing all liens of the Existing Lender upon any of the real property of the Borrowers and their Subsidiaries, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lender; (v) the Pledge Agreement and the Security Agreement, each duly executed by the Loan Parties party thereto; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty substantially in the form of Exhibit 3.1(b)(vi), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of (x) the jurisdiction of incorporation or organization of such Loan Party and (y) each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationentity and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; (viviii) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each other Lender of (x) Weil, Gotshal & Xxxxxx LLP, as special counsel to the LendersLoan Parties, and (y) Xxxxxxxxxx Xxxxxxxx LLP, as special Georgia counsel to the Loan Parties, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate substantially in the form of Exhibit 3.1(b)(vii3.1(b)(ix), dated as of the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that, after giving effect to the conditions funding of any initial Loan (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (a)except where such representations and warranties that are qualified by materiality, (bin which such case such representations and warranties shall be true and correct without qualification) and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixx) a duly executed Notice of Borrowing; (xi) (a) copies of the audited consolidated financial statements for Borrowers and their Subsidiaries for the Fiscal Year ending December 31, 2009; (b) copies of the audited financial statements for the Unrestricted Subsidiary for the Fiscal Year ending December 31, 2009; and (c) the budget, income and expense projections of the Borrowers and their Subsidiaries prepared on a quarterly basis for the Fiscal Year ending December 31, 2010; (xii) UCC, tax, judgment and bankruptcy lien search results with respect to each Loan Party from all appropriate jurisdictions and filing offices; (xiii) certified copies of all consentsagreements, approvalsindentures or notes governing the terms of any Material Indebtedness and all other Material Agreements to which any Loan Party or any Restricted Subsidiary or any of its assets are bound; notwithstanding the foregoing, authorizations, registrations or filings required the Borrowers shall also cause to be made or obtained by each Loan Party in connection with delivered all agreements, documents and instruments relating to the Loans and any transaction being financed with the proceeds financing of the LoansUnrestricted Subsidiary; provided, that the term “Material Indebtedness” as used in this clause (xiii) only, shall refer to Material Indebtedness that individually, and not in the aggregate, exceeds $5,000,000; (xxiv) duly A Trademark Security Agreement executed payoff lettersby Fortegra and LOTSolutions, Inc., in form and substance reasonably satisfactory to the Administrative Agent, executed by each lender holding Indebtedness ; (xv) the Borrowers shall use their commercially reasonable efforts to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory deliver to the Administrative Agent as either (x) a leasehold mortgage on behalf of the Lenders on the Florida Headquarters, which shall be acknowledged by the owner of such headquarters building, and, if reasonably requested by the Administrative Agent, a local counsel opinion, or (y) a landlord waiver and agreement with respect to the termination of the Commitments thereunderFlorida Headquarters, related to, among other things, the payment in full of all obligations owing thereunder Collateral located at the Florida Headquarters and the release of any and all liens and security interests securing Lender’s access rights to such obligationsCollateral; (xixvi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate certificates of insurance issued on behalf of insurers of each the Borrowers and all other Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Borrowers and all other Loan PartyParties, naming the Administrative Agent as additional insured under all on liability insurance;policies and lender loss payee endorsements for property and casualty policies. Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required 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. (xiiic) duly executed Notices of BorrowingThe Administrative Agent shall have received (i) the certificates, if applicable; andany, representing the shares of Capital Stock pledged pursuant to the Pledge Agreement and the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to the Security Agreement endorsed in blank (or accompanied by an executed transfer form in blank reasonably satisfactory to the Administrative Agent) by the pledgor thereof. (xivd) All consents, approvals and authorizations required to be obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing; certified copies of all such consents, approvals and authorizations, if reasonably requested by the Administrative Agent, shall have been delivered to the Administrative Agent. (e) All actions necessary to establish to the Administrative Agent’s satisfaction that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens) shall have been taken; provided, that the Borrowers will not be required to perfect a duly executed funds disbursement agreementLien in Collateral to the extent that the burden or cost of perfecting such a Lien would outweigh the benefit of the security afforded thereby as determined by the Borrowers and the Administrative Agent and provided, further, that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the security interest in such Collateral may not be accomplished prior to the Closing Date after use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent under Section 3.1 so long as the Borrowers agree to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required by the Administrative Agent to perfect such security interests, and the Borrowers further agree to take or cause to be taken any other actions set forth on Schedule 3.1, within the time frames set forth on Schedule 3.1, and the failure to deliver such documents or instruments or to take or cause to be taken such other actions within such time frame shall be an immediate and automatic Event of Default. (f) The Indebtedness under the Subordinated Debenture Purchase Agreement shall have been either (i) paid in full with the proceeds of Indebtedness permitted by this Agreement (other than the proceeds of Loans); provided that the maturity of such Indebtedness shall not be earlier than 180 days after the third anniversary of the Closing Date, or (ii) the maturity date of such Indebtedness shall have been otherwise extended to no earlier than 180 days after the third anniversary of the Closing Date.

Conditions to Effectiveness. The obligations obligation of the Lenders (including the Swingline Lender) initially Lender to make Loans and the obligation of the Issuing Bank initially to and/or issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative AgentLender) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerLender. (b) The Administrative Agent Lender (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes Revolving Credit Note payable to such the Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders Lender shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date duly executed Notice of Revolving Borrowing, Letter of Credit Notices and signed by a Responsible Officer certifying (A) that since March 31Letter of Credit Documents, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings filings, if any, required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;; and (xi) UCCall other documents deemed reasonably necessary by the Lender. (c) Upon the effectiveness of this Agreement, judgment and tax lien searches (i) the Lender shall make an advance under the Revolving Loan in the jurisdiction principal amount of $__________, the proceeds of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit of the chief executive office Borrower and jurisdiction its Subsidiaries, and (ii) the Letters of incorporation or organization Credit issued and outstanding under the Original Credit Agreement and listed on Exhibit 3.1(c) hereto shall automatically, without further action on the part of each Loan PartyBorrower, together with copies be deemed to constitute outstanding letters of all financing statements on file in such jurisdictions (with all attachments) credit issued and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);outstanding under this Agreement. (xiid) Nothing has come to the attention of the Lender regarding (i) pending or threatened litigation involving the Borrower or any Subsidiary or (ii) compliance by the Borrower and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementMaterial Adverse Effect.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially to make Loans and this Agreement, as well as the obligation of the Issuing Bank initially Banks to make the initial Loans hereunder and of the Agent to issue any Letter Letters of Credit hereunder shall not become effective until be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Sections 6.2 and 6.3 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date on which each of this Agreement or such other date as is satisfactory to the following conditions is satisfied (or waived in accordance with Section 10.2).Agent: (a) The Administrative Agent shall have received all fees Notes payable to each Bank executed by a duly authorized officer (or officers) of the Company (or Company and other amounts due and payable on or prior to the Closing DateBorrowing Subsidiary, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerif applicable). (b) The Administrative Agent Pledge Agreement, together with delivery of any certificate evidencing the stock or Ownership Interest of Foreign Subsidiaries pledged thereby and executed assignments separate from certificate (stock powers) for such certificates. (c) The Guaranties required hereunder, executed by a duly authorized officer of each Subsidiary required to be a Guarantor hereunder. (d) A certificate or its counsel) shall have received certificates of the following: Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate copy of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and corporate resolution of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, Company authorizing the execution, delivery and performance of the Loan Documents to which it is a party Documents, (ii) an incumbency certificate showing the names and certifying titles, and bearing the namesignatures of, title and true signature of each officer the officers of such Loan Party executing Borrower or Guarantor authorized to execute the Loan Documents, and (iii) a copy of the Organizational Documents to which it is a party;of such Borrower or Guarantor with all amendments thereto. (ve) A Certificate of Good Standing for the Company and each Guarantor certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from by the Secretary of State of or equivalent body in the applicable jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;incorporation. (vif) a favorable written An opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan PartiesCompany, the Guarantors and any Borrowing Subsidiary, addressed to the Administrative Agent and each of the LendersBanks, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in substantially the form of Exhibit 3.1(b)(vii), dated F. (g) The Agent shall have received pro forma financial statements and five-year projections giving effect to the Closing Date Finishing Group Acquisition that are satisfactory to the Agent and signed the Banks. (h) Evidence satisfactory to the Agent that after giving effect to the Finishing Group Acquisition the Company’s Cash Flow Leverage Ratio calculated on a pro forma basis is less than 3.25 to 1.0. (i) The Agent shall have received a copy of the Intercreditor Agreement executed and delivered by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs Senior Noteholders. (a), (bj) Payment of all fees and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 expenses due and 6.2 payable as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event effectiveness of this Agreement under or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with Fee Letters upon the proceeds effectiveness of this Agreement. (k) Amendment of the Loans; Note Agreement dated as of March 11, 2011 by and among the Company and the Senior Noteholders party thereto to amend the definition of “Significant Acquisition” appearing therein to mean a Permitted Acquisition (xas defined therein) duly executed payoff lettersinvolving payment by the Company or a Subsidiary (each as defined therein) of a total purchase price equal to or exceeding $200,000,000 and to otherwise conform to the terms of this Agreement, as applicable, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lendereach Lender requesting a note; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement and Indemnity and Contribution AgreementLoan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in form and substance acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each such other jurisdiction jurisdictions where such Loan Party is required to be qualified to do business as a foreign corporationcorporation as may be required by the Administrative Agent; (vivii) a Reserved; (viii) favorable written opinion opinions of Xxxxx & Xxx Xxxxx PLLCXxxxxxx LLP, counsel to the Loan Parties, and of local counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vii)Administrative Agent, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixx) a duly executed Notice of Borrowing; (xi) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date; (xii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Credit Facility or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiii) Reserved; (xiv) a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed payoff lettersby a Responsible Officer of the Borrower, and the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in the case of the Perfection Certificate, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 or have been or will be contemporaneously released or terminated; (xv) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on June 30, 2007, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending March 31, 2005, March 31, 2006 and March 31, 2007; (xvi) a duly completed and executed Compliance Certificate of the including pro forma calculations of the financial covenants set forth in Article 6 hereof as of June 30, 2007; (xvii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; and (xviii) a copy of, or a certificate as to coverage under, the insurance policies required by the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness . (c) The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004Security Agreement, together with evidence an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note pledged to the Administrative Agent pursuant to Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent as to the termination be filed, registered or recorded in order to create in favor of the Commitments thereunderAdministrative Agent, for the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction benefit of the chief executive office Lenders, a perfected Lien on the Collateral described therein, prior and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file superior in such jurisdictions (with all attachments) and evidence that no Liens exist on right to any assets or properties of any such Loan Party other Person (other than with respect to Liens expressly permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing shall be in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partyproper form for filing, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementregistration or recordation.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially this Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received all fees and other amounts due and payable on be originals or prior to 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, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges ) and disbursements of counsel each in form and substance reasonably satisfactory to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart fully executed counterparts of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory and the Guaranty, sufficient in number for distribution to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent, each Lender and the Principal Borrower; (ii) if requested a Note executed by the Borrowers in favor of each Lender (other than any Lender, duly executed Notes payable Lender requesting not to such Lenderreceive a Note); (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate such certificates of the Secretary resolutions or Assistant Secretaryother action, or manager or member, as applicable, incumbency certificates and/or other certificates of Responsible Officers of each Loan PartyParty as the Administrative Agent may require evidencing the identity, attaching authority and certifying copies capacity of its bylaws each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viv) certified copies of such documents and certifications as the articles of incorporation or other charter documents of Administrative Agent may reasonably require to evidence that each Loan Party, together with certificates of Party is validly existing and in good standing or existence, as may be available from the Secretary of State of in the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business Party’s incorporation, organization, or formation, as a foreign corporationapplicable; (viv) a favorable written opinion opinions of Xxxxx & Xxx Xxxxx PLLC(A) Hunton and Xxxxxxxx, LLP, special counsel to the Loan PartiesParties and (B) Xxxxxxx X. Xxxxxx, general counsel of the Principal Borrower, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating as to the matters concerning the Loan Parties, Parties and the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall may reasonably request; (viivi) a certificate of the chief financial officer of the Principal Borrower: (A) either (1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents to which each is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required; (B) certifying (1) 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 form other Loan Documents are true and correct in all material respects (or in all respects in the case of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (arepresentation or warranty containing a materiality qualifier), (b2) that the conditions specified in Sections 4.01(f) and (cg) of Section 3.2 andhave been satisfied, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A3) that since March 31, 2007 there has been no event or condition which circumstance since the date of the Audited Financial Statements that has had or could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B4) the current Credit Ratings; and (C) demonstrating compliance, as of the end of the fiscal period ended September 30, 2013, with the financial covenants contained in Section 7.08 by detailed calculation thereof (which calculation shall be in form satisfactory to the absence 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 or the Required Lenders reasonably may require. (b) There shall not have occurred a material adverse change since December 31, 2012 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 investigation, or proceeding pending oror threatened, to the knowledge of the Borrowerin writing, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;. (ixd) certified copies of all consents, approvals, authorizations, registrations or filings Any fees required to be made paid on or obtained by each Loan Party in connection with before the Loans and any transaction being financed with the proceeds of the Loans; Closing Date shall have been paid (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence or provisions reasonably satisfactory to the Administrative Agent as to shall have been made for the termination of concurrent payment thereof). (e) Unless waived by the Commitments thereunderAdministrative Agent, the payment in full Borrowers shall have paid all reasonable fees, charges and disbursements of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming counsel to 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 additional insured under all liability insurance;shall constitute their reasonable estimate of such fees, charges and disbursements incurred or to be incurred by them through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). (xiiif) duly executed Notices The representations and warranties of Borrowingthe Borrowers and each other Loan Party contained in Article V or any other Loan Document, if applicable; andor which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representation and warranty is subject to a materiality or Material Adverse Effect qualifier in which case it will be true and correct in all respects) on and as of such earlier date, it being understood and agreed that any violation of any covenant contained in Section 7.08 shall be deemed material such that any representation with respect to compliance therewith shall be deemed material in any event. (xivg) No Default or Event of Default shall exist as of the Closing Date. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders (including the Swingline Lender) initially hereunder are subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).conditions, unless the Required Lenders waive such conditions: (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid receipt by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc from each of America Securities, LLC, as Arranger.the parties hereto of a duly executed counterpart of this Amendment signed by such party; (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed receipt by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (of all documents which the Administrative Agent may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable reasonably request relating to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, existence of each Loan Party, attaching the authority for and certifying copies the validity of its bylaws this Amendment and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersDocuments, and covering such any other matters relating to the Loan Partiesrelevant hereto, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed including without limitation an Officer’s Certificate, signed by each lender holding Indebtedness the Secretary, an Assistant Secretary, a member, manager, partner, trustee or other authorized representative of the respective Loan Party, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Loan Party authorized to execute and deliver this Amendment and other Loan Documents, and certifying whether or not any changes to the entity’s Organizational Documents has taken place since May 1, 2009, and certified copies of, if applicable, a certificate of the Secretary of State of such Loan Party’s state of organization as to the good standing or existence of such Loan Party; and a copy of the Organizational Action taken by the board of directors of the Loan Party or the members, managers, trustees, partners or other applicable Persons authorizing the Loan Party’s execution, delivery and performance of this Amendment; (c) the fact that the representations and warranties of the Borrower and the Guarantors contained in Section 5 of this Amendment shall be refinanced at closing, including but not limited to Indebtedness under true on and as of the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together date hereof; and (d) All other documents and legal matters in connection with evidence the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementits counsel.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes and Term A Notes payable to such Lender, and a duly executed Swingline Note payable to the Swingline Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreement; (iv) copies of duly executed payoff letters or similar agreements, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders (other than SunTrust Bank) and the Existing Noteholders, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders and the Existing Noteholders upon any of the personal property of any Loan Party, or satisfactory authorizations to file terminations statements, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all Liens of the Existing Lenders and the Existing Noteholders upon any of the Real Estate, Trademarks, Copyrights and other intellectual property of any Loan Party, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of the Existing Lender Obligations and the Existing Noteholder Obligations; (v) the duly executed Security Agreement, together with (A) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized or executed (as appropriate) by the Borrower and the Subsidiary Loan Parties, (B) copies of favorable UCC, tax, judgment and lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Loan Parties requested by the Lenders, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, (C) a Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its Subsidiaries prior to the giving effect to the Acquisition, (D) a Perfection Certificate duly completed and executed by Frontstep with respect to Frontstep and its Subsidiaries, (E) duly executed landlord waivers and/or warehouseman or bailee agreements as requested by the Administrative Agent and (F) a certified copy of all domestic material leases of Real Estate; (vi) the duly executed Domestic Pledge Agreement, together with (A) original stock certificates evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant thereto, (B) stock powers or other appropriate instruments of transfer executed in blank with respect to such stock certificates, and (C) executed originals of promissory notes evidencing all Indebtedness owed by the Borrower or any of its Subsidiaries to any Loan Party, in form and substance satisfactory to the Administrative Agent, endorsed in blank; (vii) duly executed originals of Trademark Security Agreements and Copyright Security Agreements, each dated the Closing Date and signed by each Loan Party which owns Trademarks and Copyrights, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent, together with all instruments, documents and agreements executed pursuant thereto; (viii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vix) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vix) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, opinions from counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viixi) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 3.2; (xii) a duly executed Notice of Borrowing; (xiii) a duly executed funds disbursement agreement; (xiv) a duly executed Borrowing Base Certificate dated as of the most recent fiscal quarter endedClosing Date, which shall show that after giving effect to the Revolving Loans to be made on the Closing Date, Excess Availability is at least $5,000,000; (viiixv) a certificate dated certified copy of the Closing Date Foothill Warrant and signed all other warrants issued by a Responsible Officer certifying (A) that since March 31the Borrower or any of its Subsidiaries, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, form and (B) as substance satisfactory to the absence of any actionAdministrative Agent, suit, investigation with no put or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectredemption rights; (ixxvi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization Contractual Obligation of each Loan Party, together in connection with copies the execution, delivery, performance, validity and enforceability of the Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, all financing statements on file in such jurisdictions (with all attachments) applicable waiting periods shall have expired and evidence that no Liens exist on investigation or inquiry by any assets or properties of Governmental Authority regarding any such Loan Party (other than Liens permitted by Section 7.2)Related Transaction shall be ongoing; (xiixvii) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Year ending September 30, 2002; (xviii) copies of (A) the internally prepared quarterly financial statements of Frontstep and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on December 31, 2002, and (B) the audited consolidated financial statements for Frontstep and its subsidiaries for the Fiscal Year ending June 30, 2002; (xix) a certificate certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming the solvency of each Loan Party before and after giving effect to all transactions contemplated by the Transaction Documents, together with (A) the Projections, (B) a Pro Forma Balance Sheet for Borrower as of September 30, 2002; (xx) certificates of insurance issued on behalf of insurers of each the Loan PartyParties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Loan PartyParties, in compliance with the requirements of Section 5.8, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowinginsured, if applicabletogether with loss payable endorsements in favor of, and in form and substance satisfactory to, the Administrative Agent; and (xivxxi) a duly satisfactory field audit of all Accounts, in form and substance reasonably satisfactory to the Administrative Agent and completed by auditors and appraisers selected by the Administrative Agent. (c) The Administrative Agent shall have received fully executed funds disbursement agreementcopies of the principal Acquisition Documents and any other Acquisition Documents requested by the Administrative Agent, certified as true, correct and complete by an authorized officer of Borrower, together with evidence that (i) the aggregate amount paid in cash, plus all Indebtedness (other than trade payables) assumed, in connection with the Acquisition is less than or equal to $21,500,000, (ii) the certificate of merger with respect to merging Frontstep and the Acquisition Sub has been filed with the Ohio Secretary of State, and (iii) upon the funding of the Term A Loan and the initial Revolving Loan, the Acquisition shall immediately be consummated in accordance with the terms of the Acquisition Documents.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective until on the date on which that each of the following conditions is precedent are satisfied (or waived in accordance with Section 10.2).waived: (a) The Administrative Agent shall have received all fees and other amounts due and payable on each of the following, each of which shall be originals or prior to facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents : (i) executed counterparts of this Agreement and the transactions contemplated therein Guarantee Agreement, in sufficient number as the Administrative Agent or shall request on behalf of the Lenders; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date. (b) The Administrative Agent and the Lenders shall reasonably requesthave received (i) the Historical Financial Statements and (ii) forecasts for BCR Holdings in a form acceptable to the Administrative Agent. (c) The Administrative Agent shall have received: (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Credit Party authorizing the Transactions to which such Credit Party is a party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Credit Party; (viiii) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization; (iv) the bye-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Closing Date; (v) a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (vi) a compliance certificate for each Insurance Subsidiary (other than Syndicate 5151 at Lloyd’s) from the applicable Department as of a recent date (unless such Department generally does not provide compliance certificates). (d) The Administrative Agent shall have received a written opinion, reasonably acceptable to the Administrative Agent in form and substance, (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from each of (i) Cravath, Swaine & Xxxxx LLP, counsel for the Credit Parties, substantially in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a)F-1, (bii) Xxxxxxx (Bermuda) Limited, Bermuda counsel for the Credit Parties, substantially in the form of Exhibit F-2 and (ciii) in-house counsel for the Credit Parties, substantially in the form of Section 3.2 andExhibit F-3. (e) The Administrative Agent shall have been paid all costs, furtherfees and expenses (including, demonstrating compliance with Sections 6.1 and 6.2 as without limitation, Attorney Costs of the most recent fiscal quarter ended;Administrative Agent and fees) to the extent then due and payable to the Administrative Agent, including those fees payable pursuant to the Fee Letter. (viiif) a certificate dated All pre-existing indebtedness of the Closing Date Borrower and signed by a Responsible Officer certifying its Subsidiaries (Aexcluding, for the avoidance of doubt, intercompany accounts payable) that since March 31shall have been repaid or repurchased in full, 2007 there has all commitments relating thereto shall have been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectterminated, and (B) as all liens or security interests related thereto shall have been terminated or released and an executed payoff letter with respect to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings pre-existing indebtedness required to be made or obtained by each Loan Party in connection with paid off shall have been delivered to the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, Administrative Agent in form and substance satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings on behalf of the Borrower, executed dated as of the Closing Date, (A) confirming that Holdings and its Subsidiaries have received all required approvals of the transactions contemplated hereby and by each lender holding Indebtedness to be refinanced at closingthe other Loan Documents, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Transactions, from each applicable Governmental Authority and (B) certifying that each of the conditions precedent specified in paragraphs (f), (h), (j), (k) and (n) of this Section 4.01 have been satisfied. (h) All governmental and regulatory authorizations and third party approvals necessary in connection with the financing contemplated hereby and the continuing operation of the Credit Agreement dated December 10, 2004, together with evidence satisfactory Parties and their Subsidiaries shall have been obtained and be in full force and effect. (i) Each Credit Party shall have provided the documentation and other information to the Administrative Agent as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the termination Closing Date, to the extent requested at least 10 Business Days prior to the Closing Date. (j) There will not exist (pro forma for the financing hereunder) any “event of default” under any Material Indebtedness of Holdings or its Subsidiaries. (k) The organizational structure of Holdings and its Subsidiaries will be as set forth on Schedule 4.01(k). (l) The Administrative Agent shall have received evidence reasonably satisfactory to it from the process agent of its consent to serve as process agent for each Credit Party for purposes of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;Loan Documents. (xim) UCCThe Administrative Agent shall have received such other approvals, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation documents or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming materials as the Administrative Agent as additional insured under may reasonably request, all liability insurance;in form and substance reasonably satisfactory to the Administrative Agent. (xiiin) duly executed Notices All of Borrowingthe representations and warranties contained herein or in any Loan Document by the Borrower and each Guarantor shall be true and correct in all material respects on the Closing Date to the same extent as though made on and as of that date, if applicableexcept to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; and (xiv) a duly executed funds disbursement agreementprovided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerAgent. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit and Term Notes payable to such LenderLenders; (iii) a the Subsidiary Guaranty Agreement duly executed by each Subsidiary Guarantee Agreement Loan Party, such that, as of the Closing Date, the Loan Parties (i) include all Material Domestic Subsidiaries and Indemnity and Contribution Agreement(ii) meet the Aggregate Subsidiary Threshold; (iv) the Equity Pledge Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting a Lien on (a) 100% of the Capital Stock owned by the respective pledgor in such Domestic Subsidiaries and (b) 65% (in the aggregate) of the Capital Stock owned by the respective pledgor in such Foreign Subsidiaries, in each case necessary to, as of the Closing Date, (i) include a pledge of 100% of the Capital Stock of each Material Domestic Subsidiary (other than the Capital Stock of any Domestic Subsidiary owned directly by a Foreign Subsidiary on the Closing Date) and 65% of the Capital Stock of each first tier Material Foreign Subsidiary and (ii) meet the Aggregate Equity Pledge Threshold; (v) the Security Agreement, duly executed by each Borrower and each Subsidiary Loan Party, granting certain Liens; (vi) each of the other applicable Loan Documents, in each case duly executed by the applicable Loan Parties; (vii) a payoff letter, duly executed by each of Ableco and Xxxxx Fargo in form and substance reasonably satisfactory to the Administrative Agent; (viii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(viii), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vix) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vix) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCXxxxxxxx Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viixi) a certificate certificates in the form of Exhibit 3.1(b)(vii3.1(b)(xi), dated the Closing Date and signed by a Responsible OfficerOfficer of each Borrower, confirming compliance with certifying that after giving effect to the conditions funding of the Term Loan and any initial Revolving Loan, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrowers described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could would reasonably be expected to have a Material Adverse Effect; (ixxii) a duly executed Notice of Term Loan Borrowing and Notice of Revolving Borrowing; (xiii) a duly executed Funds Disbursement Letter; (xiv) certified copies of all material consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxv) a duly completed and executed payoff lettersBorrowing Base Certificate dated as of the Closing Date reflecting Excess Availability of not less than $5,000,000 as of the Closing Date (after giving effect to any Revolving Borrowings to be made on the Closing Date), in form and substance satisfactory measured pursuant to the Administrative AgentEligible Accounts Receivable of the Borrowers certified by Borrowers’ Agent in such Borrowing Base Certificate as existing as of December 31, executed by each lender holding Indebtedness to be refinanced at closing2009, and including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to such supporting information and calculations as the Administrative Agent as deems to the termination of the Commitments thereunder, the payment be satisfactory in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsits sole discretion; (xixvi) UCCcertificates, judgment dated the Closing Date and tax lien searches signed by a Responsible Officer of each Borrower, confirming that (i) each Borrower and (ii) the Loan Parties on a consolidated basis, are, in each case, Solvent before and after giving effect to the jurisdiction funding of the chief executive office initial Borrowings and jurisdiction the consummation of incorporation or organization of each Loan Party, together with the transactions contemplated to occur on the Closing Date; (xvii) copies of all financing statements the agreements listed on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2Schedule 3.1(b)(xvii); (xiixviii) a certificate certificates of insurance issued on behalf of insurers of each Loan Partythe Borrowers and all Guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Partythe Borrowers and all Guarantors, naming the Administrative Agent as loss payee and additional insured under all liability insuranceinsured; (xiiixix) satisfactory third party field audit of Borrowers; (xx) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and State of organization of each Borrower and each Guarantor and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Encumbrances; (xxi) duly authorized UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xxii) searches of ownership of, and Liens on, Intellectual Property of each Borrower and each Guarantor in the appropriate governmental offices; (xxiii) all instruments, stock certificates and chattel paper in the possession of any Borrower or any Subsidiary, together with allonges, assignments or stock powers as may be necessary or appropriate to perfect the Administrative Agent’s security interest in the Collateral for the benefit of the Credit Providers; (xxiv) such duly executed Notices consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of Borrowingreal property, if applicablewarehousemen and other third parties as the Administrative Agent may require; (xxv) revised financial projections of Borrowers and their Subsidiaries, specifically including any contemplated Permitted Acquisitions that might be consummated prior to January 31, 2010; (xxvi) reports detailing the quarterly revenue for the top three customers of Borrowers for the Fiscal Quarters 9/30/07 through 6/30/09; (xxvii) completion by the Administrative Agent of diligence on the top three customers of the Borrowers; (xxviii) financial and legal diligence and copies of any existing draft or final transaction documents relating to any Permitted Acquisition that might be consummated prior to January 31, 2010; (xxix) the unaudited consolidated balance sheet of PRGX and its Subsidiaries as of September 30, 2009, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer of Borrowers’ Agent; and (xivxxx) balance sheets of each individual Loan Party and other diligence reasonably requested by the Administrative Agent in order to complete its Solvency analysis of each Loan Party. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arranger (including the Fee Letters). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (x) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiv) a favorable written opinion opinions of Xxxxxx & Xxxxxxx LLP and Squire Xxxxxx Xxxxx & Xxx Xxxxx PLLCLLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that immediately after giving effect to consummation of the conditions transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) (x) the Liquidity of the Borrower and the Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (ixvi) [reserved]; (vii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Material Agreement of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Term Loans shall be ongoing; (viii) [reserved]; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of September 30, 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that (a) the Note Purchase Agreement shall have been executed and delivered by the parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the terms of the Note Purchase Agreement; (xi) the Reaffirmation Agreement, duly executed payoff lettersby the Loan Parties and in form and substance reasonably satisfactory to the Administrative Agent; (xii) the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insuranceparties thereto; (xiii) duly executed Notices of Borrowing, if applicable; and[reserved]; (xiv) a duly executed funds disbursement agreementcertificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Closing Date; (xv) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; (xvi) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (xvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, Truist Securities, Inc. and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation (subject to Section 5.17), certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party (and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation solely to the extent that the failure to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect); (viiv) a favorable written opinion of Xxxxx & (A) Xxx Xxxxx PLLCXxx Xxx Law Offices, counsel to the Loan Parties, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders) and (B) Xxxxx Xxxx LLP, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of the initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for the initial Revolving Borrowing, together with a report setting forth the sources and uses of the proceeds thereof; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and (to the extent applicable) APC 2019 Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of the LoansHistorical Financial Statements; (ix) financial projections of the Borrower and its Subsidiaries (to be made on a pro forma basis after giving effect to the consummation of the Related Transactions) for the Fiscal Year ending December 31, 2022 and for each Fiscal Year ending thereafter through the Fiscal Year ending December 31, 2025; (x) [reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xii) (A) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date and (B) a Perfection Certificate, duly completed and executed by the Borrower; (xiii) a counterpart of the Reaffirmation Agreement and Master Amendment dated the Closing Date, duly executed payoff lettersby each Loan Party (the “Reaffirmation Agreement”); (xiv) at least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (xv) certified copies of all Material Agreements (including, for the avoidance of doubt, the Associated Practice Documents); and (xvi) subject to Section 5.17, certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance; (xiii) duly executed Notices insured, as the case may be, together with a lender’s loss payable endorsement in form and substance satisfactory to the Administrative Agent. Without limiting the generality of Borrowingthe provisions of this Section, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party is required to be qualified to do business as a foreign corporationcompany would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of Xxxxxxxx & Xxxxx & Xxx Xxxxx PLLCLLP, counsel to the Loan Parties, and Xxxxx & Xxxxxx L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2018, there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the LoansBorrower and its Subsidiaries on a combined basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited combined financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (xii) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (xiii) duly executed Notices evidence that (A) Ensign has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of Borrowingthis Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (xiv) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if applicablethe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xivxv) an executed payoff or release letter, executed by the administrative agent under the Ensign Credit Agreement, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and lenders under the Ensign Credit Agreement and related loan documents upon any of the personal property of the Borrower and its Subsidiaries granted pursuant thereto and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the release of the Borrower and its Subsidiaries from their respective obligations under the Ensign Credit Agreement and related loan documents, in each case of the foregoing, in form and substance reasonably satisfactory to the Administrative Agent (such documents, and the release of the Borrower and its Subsidiaries pursuant thereto, the “Closing Date Release”). Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (precedent on or waived in accordance with Section 10.2).before March 31, 2005: (a) The Administrative Agent Company shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel deliver to the Administrative Agent) required Agent and Lenders (or to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securitiesfor the Lenders with sufficient originally executed copies for each Lender, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following:except for any Notes): (i) a counterpart of this Agreement signed This Agreement, duly executed and delivered by or on behalf of each party thereto or written evidence satisfactory to the Company, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand all Lenders; (ii) if requested by any LenderA Note, duly executed Notes payable and delivered by the Company, drawn to such Lenderthe order of each Lender requesting a Note, with appropriate insertions; (iii) a Amendment No. 2 to Receivables Purchase Agreement, duly executed Subsidiary Guarantee Agreement and Indemnity delivered by Mattel Factoring, Inc., as transferor, the Company, as servicer, the Administrative Agent and Contribution Agreementthe purchasers party thereto; (iv) a certificate of The Reaffirmation Agreement, duly executed and delivered by the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and Guarantors; (v) Copies of the resolutions of its boards the board of directors, directors or partnership agreement or limited liability company operating agreement, or comparable organizational documents the executive committee of each Company Party approving and authorizations, authorizing the execution, delivery and performance by such Company Party of the each Loan Documents Document to which it is a party party, certified as of the Effective Date by the secretary or an assistant secretary of such Company Party; (vi) Amendment No. 2 to Purchase and Sale Agreement, duly executed and delivered by Mattel Sales Corp. and Xxxxxx-Xxxxx, as Sellers, Mattel Factoring, Inc., as Buyer, and the Company, as Servicer and Guarantor; (vii) A certificate of the secretary or assistant secretary of each Company Party, certifying the name, title names and true signature signatures of each officer the officers of such Loan Company Party executing authorized to execute and deliver the Loan Documents to which it is a party; (vviii) certified copies of the The articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction certificate of incorporation or organization of each Company Party as in effect on the Effective Date, certified by the secretary of state of the state of its incorporation or formation as of a recent date, and the bylaws or operating agreement of each Company Party as in effect on the Effective Date, in each case, certified by the secretary or assistant secretary of such Loan Company Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationof the Effective Date; (viix) A good standing certificate for each Company Party from the secretary of state of its state of incorporation or formation dated as of a recent date; (x) Executed copies of one or more favorable written opinion opinions of Xxxxx a Senior Counsel of the Company and Xxxxxx & Xxx Xxxxx PLLCXxxxxxx LLP, counsel to the Loan PartiesCompany, addressed to the Administrative Agent and each dated as of the LendersEffective Date, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate substantially in the form of Exhibit 3.1(b)(vii), dated E hereto relating to the Closing Date Company Parties and as to such other matters as the Administrative Agent and the Lenders may reasonably request; and (xi) A certificate signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as one of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer officers authorized to deliver an Officers’ Certificate certifying (A) that since March 31the conditions specified in Sections 4.01(c) and (d) have been satisfied, 2007 (B) that there has been no event or condition circumstance since the date of the audited financial statements dated December 31, 2003 referred to in Section 5.08 which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (BC) the current ratings on the Company’s long-term unsecured Indebtedness by S&P, Xxxxx’x and Fitch. (b) The Company shall have paid all fees payable pursuant to Sections 2.08(c) and (d). (c) The representations and warranties of each Company Party contained in any Loan Document shall be true, correct and complete in all material respects on and as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened Effective Date. (d) No Default or Event of Default shall exist. (e) The Company shall have performed in any court all material respects all agreements which this Agreement provides shall be performed by it on or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.Effective Date

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Xxxxxxxx Xxxxxxxx, LLCInc., as ArrangerArranger (including the Fee Letter). The Administrative Agent shall update the Borrower with respect to the foregoing out-of-pocket expenses promptly after a written request from the Borrower therefor, but in no event more frequently than monthly. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to each Lender requesting a note and, if requested by any the Swingline Lender, duly executed Notes the Swingline Note payable to such the Swingline Lender; (iii) a the Subsidiary Guaranty Agreement duly executed by each Material Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementthat is a Domestic Subsidiary; (iv) Reserved; (v) Reserved; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in form and substance reasonably acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each such other jurisdiction jurisdictions where such Loan Party is required to be qualified to do business as a foreign corporationcorporation as may be reasonably required by the Administrative Agent by written notice at least 3 Business Days prior to the anticipated Closing Date; (viviii) a Reserved; (ix) favorable written opinion of Xxxxx Winston & Xxx Xxxxx PLLCXxxxxx LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viix) a certificate certificate, in form and substance acceptable to the form of Exhibit 3.1(b)(vii)Administrative Agent, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, and (y) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aprovided that if such representations and warranties are qualified by materiality, then the same must be true and correct in all respects), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiixi) a certificate dated to the extent that any Borrowing is requested by the Borrower on the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregateDate, a Material Adverse Effect, and (B) as to the absence duly executed Notice of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectBorrowing; (ixxii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date, if any; (xiii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Contract of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Credit Facility or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiv) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with letters or other evidence satisfactory to the Administrative Agent as to from lenders under the termination of Existing Credit Agreement, reflecting the Commitments thereunder, the payment in full satisfaction of all obligations owing thereunder and Obligations (as defined under the release Existing Credit Agreement) under the Existing Credit Agreement (other than the Existing Letters of any and all liens and security interests securing such obligationsCredit); (xixv) UCC, judgment and tax lien searches the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the jurisdiction states (or other jurisdictions) of formation of such Persons, and in which the chief executive office and jurisdiction of incorporation or organization of each Loan Partysuch Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of all the financing statements on file (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens indicated in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party financing statement (other than Liens or similar document) would be permitted by Section 7.2)7.2 or have been or will be contemporaneously released or terminated; (xiixvi) a certificate copies of insurance issued on behalf of insurers of each Loan Partythe audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending September 30, describing in reasonable detail the types 2009, September 30, 2010, September 30, 2011, and amounts of insurance (property and liability) maintained by such Loan PartySeptember 30, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable2012; and (xivxvii) a duly completed and executed funds disbursement agreementCompliance Certificate of the including pro forma calculations of the financial covenants set forth in Article 6 hereof as of December 31, 2012. Borrower may satisfy its obligation to deliver the financial statements referred to in clause (xvi) and the Compliance Certificate referred to in clause (xvii) above by delivering such financial statements and such Compliance Certificate by electronic mail to such e-mail address as the Administrative Agent shall have provided to Borrower. (c) Reserved.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit and/or Competitive Bid Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the duly executed Subsidiary Guarantee Guaranty Agreement and Indemnity and Contribution Agreement, executed by each Material Subsidiary and acknowledged by the Borrower; provided, however, that for any Subsidiary that becomes a Material Subsidiary after the Closing Date, this obligation shall be only as provided in Section 5.10; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation and a failure to be so qualified would have a Material Adverse Effect; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence duly executed Notice of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectRevolving Borrowing; (ix) a duly executed funds disbursement agreement; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination Loan Documents or any of the Commitments thereundertransactions contemplated thereby, the payment and such consents, approvals, authorizations, registrations, filings and orders shall be in full of all obligations owing thereunder force and the release of any effect and all liens and security interests securing such obligationsapplicable waiting periods shall have expired; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on file in such jurisdictions a consolidated basis for the Fiscal Quarter ended on April 30, 2004, and (with all attachmentsB) the audited consolidated financial statements for Borrower and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);its Subsidiaries for the Fiscal Years ended 2002, 2003 and 2004; and (xii) a certificate certificates of insurance issued on behalf of insurers of each Loan Partythe Borrower and all guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under Borrower and all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementguarantors.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially to make Loans and this Agreement, as well as the obligation of the Issuing Bank initially Banks to make the initial Loans hereunder and of the Agent to issue any Letter Letters of Credit hereunder shall not become effective until be subject to the satisfaction of the conditions precedent, in addition to the applicable conditions precedent set forth in Sections 6.2 and 6.3 below, that the Agent shall have received all of the following, in form and substance satisfactory to the Agent, each duly executed and certified or dated as of the date on which each of this Agreement or such other date as is satisfactory to the following conditions is satisfied (or waived in accordance with Section 10.2).Agent: (a) The Administrative Agent shall have received all fees Notes payable to each Bank executed by a duly authorized officer (or officers) of the Company (or Company and other amounts due and payable on or prior to the Closing DateBorrowing Subsidiary, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerif applicable). (b) The Administrative Agent An affirmation of the Pledge Agreement, together with delivery of any certificate evidencing the stock or Ownership Interest of Foreign Subsidiaries pledged thereby and executed assignments separate from certificate (stock powers) for such certificates. (c) An affirmation of the Guaranties required hereunder, executed by a duly authorized officer of each Subsidiary required to be a Guarantor hereunder. (d) A certificate or its counsel) shall have received certificates of the following: Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate copy of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and corporate resolution of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, Company authorizing the execution, delivery and performance of the Loan Documents to which it is a party Documents, (ii) an incumbency certificate showing the names and certifying titles, and bearing the namesignatures of, title and true signature of each officer the officers of such Loan Party executing Borrower or Guarantor authorized to execute the Loan Documents, and (iii) a copy of the Organizational Documents to which it is a party;of such Borrower or Guarantor with all amendments thereto. (ve) A Certificate of Good Standing for the Company and each Guarantor certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from by the Secretary of State of or equivalent body in the applicable jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation;incorporation. (vif) a favorable written An opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan PartiesCompany, the Guarantors and any Borrowing Subsidiary, addressed to the Administrative Agent and each of the LendersBanks, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in substantially the form of Exhibit 3.1(b)(vii)F. (g) At least five days prior to the date hereof, dated if the Closing Date Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Company shall have delivered a Beneficial Ownership Certification in relation to the Company. (h) [Intentionally Omitted]. (i) The Agent shall have received written evidence from the Company and signed by a Responsible Officereach Guarantor affirming their rights, confirming compliance with duties and obligations under the conditions set forth in paragraphs Intercreditor Agreement. (a), (bj) Payment of all fees and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 expenses due and 6.2 payable as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event effectiveness of this Agreement under or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with Fee Letters upon the proceeds effectiveness of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementthis Agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty dated as of the Closing Date, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available avail­able from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viiv) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCXxxxxx Silver, special Nevada counsel to the Loan Parties, Burleson LLP, special Texas counsel to the Loan Parties, and Xxxxxxxx Xxxxxxx LLP, special Kansas counsel to the Loan Parties, each dated as of the Closing Date addressed to the Administrative Agent Agent, the Issuing Bank and each of the LendersLend­ers, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and all other Loan Documents; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of Xxxx Xxxxx & Xxx Xxxxx PLLCXxxx PLC, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (vii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (ix) receipt and satisfactory review of the Loansconsolidated audited financial statements of the Borrower and its subsidiaries for the fiscal year ended December 31, 2011, December 31, 2012 and December 31, 2013, including balance sheets, income statements and cash flow statements audited by independent public accountants of recognized national standing in conformity with GAAP; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination copies of the Commitments thereunderinternally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarters ending June 30, 2013, September 30, 2013, and December 31, 2013, and (C) financial projections on a quarterly basis for the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationsFiscal Year ending December 31, 2014; (xi) UCCa duly completed and executed Compliance Certificate, judgment and tax lien searches in the jurisdiction including calculations of the chief executive office financial covenants set forth in Article VI hereof as of June 30, 2014, calculated on a pro forma basis as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file setting forth in reasonable detail such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2calculations); (xii) a certificate of insurance issued on behalf of insurers certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xiii) the Guaranty Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries; (xiv) all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws; (xv) all governmental and third party consents and approvals; (xvi) certified copies of all Material Agreements; (xvii) receipt of UCC-11 reports and other due diligence reports containing no information objectionable to Administrative Agent; and (xviii) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties. Without limiting the generality of the provisions of this Section, naming for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America SecuritiesSunTrust Capital Markets, LLCInc., as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such each Lender; (iii) a duly executed Subsidiary Guarantee Agreement Agreements and Indemnity and Contribution AgreementAgreements; (iv) duly executed Security Documents, all lien searches and evidence of perfection of the liens evidenced by the Security Documents; (ivv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vivii) a favorable written opinion of Bass, Xxxxx & Xxx Xxxxx PLLCXxxx PLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect3.2; (ix) certified copies insurance certificates evidencing the existing insurance coverage of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans Borrower and any transaction being financed with the proceeds of the Loansits Subsidiaries; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and; (xivxi) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including upfront fees for the Lenders and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Notes payable to each Lender and the Swingline Note payable to the Swingline Lender, in each case, only if requested by any Lender, duly executed Notes payable such Lender at least one (1) Business Day prior to such Lenderthe Closing Date; (iii) a duly executed Subsidiary Guarantee Agreement delivery of updated lien searches in form and Indemnity and Contribution Agreementsubstance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe General Partner in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of (x) the resolutions of its boards of directorsbylaws, or the partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsauthorizations of the Borrower and the General Partner and (y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying by the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a partyBorrower; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Partythe Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party the Borrower and the General Partner, and each other jurisdiction where such Loan Party the Borrower is required to be qualified to do business as a foreign corporation; (vi) a certificate signed by a Responsible Officer, certifying the name, title and true signature of each officer of the General Partner executing the Loan Documents on behalf of the Borrower to which the Borrower is a party; (vii) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower and the General Partner, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viiviii) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(viii), dated the Closing Date and signed by a Responsible Officer, confirming compliance certifying that (v) all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower, in connection with the conditions execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby have been obtained , and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing, (w) no Default or Event of Default exists, (x) no default or event of default exists in respect of any Material Indebtedness, (y) all representations and warranties of the Borrower set forth in paragraphs the Loan Documents are true and correct in all material respects (a)other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, (bin which case such representations and warranties shall be true and correct in all respects) and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consentsa certificate, approvals, authorizations, registrations or filings required to be made or obtained dated the Closing Date and signed by each Loan Party in connection with the Loans and any transaction being financed with the proceeds chief financial officer of the Loans;General Partner, confirming that the Borrower is Solvent before and after giving effect to the transactions contemplated to occur on the Closing Date; and (x) duly executed payoff lettersthe Administrative Agent shall have received financial projections of the Borrower and its Subsidiaries through the 2015 Fiscal Year which will be prepared on a pro forma basis to give effect to the transactions contemplated hereunder and to the acquisition by the Borrower (through its Subsidiaries) on May 3, 2011 of 25% of the Capital Stock of each of Bison and GTN LLC and will include consolidated income statements (with clearly noted levels of adjusted cash flow prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and with such further adjustments in form and substance reasonably satisfactory to the Administrative Agent, executed by in each lender holding Indebtedness case, which levels shall be consistent in all material respects with the pro forma schedule of sources and uses and the financial projections provided to the Administrative Agent on or prior to the date of the execution of the Commitment Letter), consolidated balance sheets and consolidated cash flow statements, a pro forma schedule of sources and uses and a pro forma consolidated balance sheet of the Borrower as at the Closing Date, all of which will be refinanced in form and substance and at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence levels reasonably satisfactory to the Administrative Agent as (it being recognized by the Administrative Agent that any projections and forecasts provided to the termination of Administrative Agent or the Commitments thereunder, Joint Lead Arranger by the payment Borrower in full of all obligations owing thereunder good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the release of period or periods covered by any such projections and all liens and security interests securing such obligations;forecasts may differ from the projected or forecasted results); and (xi) UCCto the extent requested by the Administrative Agent, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured shall have received, a reasonable time prior to the Closing Date, all documentation and other information with respect to the Borrower and the General Partner that the Administrative Agent reasonably believes is required by regulatory authorities under all liability insurance; (xiii) duly executed Notices of Borrowingapplicable “know-your-customer” and anti-money laundering rules and regulations, if applicable; and (xiv) a duly executed funds disbursement agreementincluding without limitation, the Patriot Act.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative AgentAgent to the extent invoiced at least one Business Day prior to the Closing Date) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each of the Loan Documents to be entered into as of the Closing Date (including the UK Law Security Documents but subject to the last paragraph of this Section 3.1) signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant SecretarySecretary (or, or manager or memberin the case of UK Loan Parties, as applicable, an authorized signatory) of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws bylaws, partnership agreement or limited liability company agreement, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreementother equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party Party, executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together (except with respect to UK Loan Parties) with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party Party, and each other jurisdiction where such Loan Party in the case of the Borrower, a certificate from the Secretary of State of New York that the Borrower is required to be qualified to do business as a foreign corporation; (viiv) a favorable written opinion of (x) Xxxxxxx, Swaine & Xxxxx & Xxx Xxxxx PLLCLLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request, (y) Xxxxxxxxx and May, special English counsel to the Borrower and each UK Loan Party, addressed to the Administrative Agent and each of the Lenders, and covering such English law matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request and (z) Xxxxxxxxx Xxxxxxx, LLP (London), special UK counsel to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (v) a duly executed Notice of Revolving Borrowing for any initial Revolving Borrowing; (vi) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended December 31, 2020 and (B) the audited consolidated and unaudited consolidating financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended March 31, 2020; provided that, the Administrative Agent hereby acknowledges receipt of such copies; (vii) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible OfficerOfficer of Parent, confirming compliance that Parent and the other Loan Parties on a consolidated basis are Solvent after giving effect to the (solely with the conditions set forth in paragraphs respect to clauses (a), ) through (b) and (cd) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 the definition thereof) funding of any initial Revolving Borrowing on the Closing Date and 6.2 as the consummation of the most recent fiscal quarter endedtransactions contemplated to occur on the Closing Date; (viii) a certificate dated subject to the Closing Date last paragraph of this Section 3.1, the Guaranty and signed Security Agreement, duly executed by a Responsible Officer certifying each of the Loan Parties, together with (A) that since March 31UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, 2007 there has been no event or condition which has had or could reasonably be expected as requested by the Administrative Agent in order to haveperfect such Liens, either individually or in duly authorized by the aggregateLoan Parties, a Material Adverse Effect, and (B) as a Perfection Certificate, duly completed and executed by the Parent, (C) to the absence of any action, suit, investigation or proceeding pending or, extent not previously delivered to the knowledge Administrative Agent in connection with the Existing Credit Agreement, duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) to the extent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned by any Loan Party (other than any such shares which are uncertificated) and (E) to the Borrowerextent not previously delivered to the Administrative Agent in connection with the Existing Credit Agreement, threatened stock or membership interest powers or other appropriate instruments of transfer executed in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectblank; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds Administrative Agent shall have received payment of the Loans;principal of and interest on, and all other amounts owing in respect of the Indebtedness under the Existing Credit Agreement shall have been refinanced in full, and all other Indebtedness of Parent or any Subsidiary (other than Indebtedness permitted by Section 7.2 hereof) shall have been (or shall be substantially concurrently) paid in full; and (x) duly executed payoff letters, in form and substance satisfactory at least five Business Days prior to the Administrative AgentClosing Date, executed all documentation and other information reasonably requested by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as at least 10 Business Days prior to the termination of Closing Date and required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Commitments thereunderPatriot Act and, if Borrower qualifies as a “legal entity customer” under the payment Beneficial Ownership Regulation, a Beneficial Ownership Certification in full of all obligations owing thereunder and relation to the release of any and all liens and security interests securing such obligationsBorrower; (xic) UCC, judgment and tax lien searches in substantially simultaneously with the jurisdiction funding of the chief executive office and jurisdiction initial Borrowings under this Agreement on the Closing Date, the Acquisition shall be consummated in accordance with the terms of incorporation the Merger Agreement, but without giving effect to any alteration, amendment, change, supplement, waiver or organization consent that are materially adverse to the interests of each Loan Partythe Lenders in their capacities as such, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party case without the consent of Administrative Agent (other than Liens permitted by Section 7.2such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any alteration, supplement, amendment, modification, waiver or consent that modifies the provisions of the Merger Agreement relating to the definition of “Material Adverse Effect” under the Merger Agreement shall be deemed to be materially adverse to the interests of the Lenders); (xiid) a certificate of insurance issued on behalf of insurers of each Loan Partyno Material Adverse Effect (as defined in the Merger Agreement) shall have occurred since April 14, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance2021; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Amendment and Restatement Effective Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Amendment and Restatement Effective Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including but limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel to the Administrative Agent in each applicable jurisdiction and any special regulatory counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following:, each to be in form and substance satisfactory to the Administrative Agent: US-DOCS\151470090.12 (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), (A) attaching and certifying copies of its bylaws such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Amendment and Restatement Effective Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party or certifying that there have been no changes to such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, as applicable, certified by the Secretary of State of the jurisdiction of organization of such Loan Party and delivered to the Administrative Agent on the Amendment and Restatement Effective Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (B) attaching and certifying copies of such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, or certifying that there have been no changes to such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, delivered to the Administrative Agent on the Amendment and Restatement Effective Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (C) attaching and certifying the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party party, (D) attaching certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party, and (E) attaching and certifying a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it such Loan Party is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion opinions of Xxxxx & Xxx Xxxxx PLLCXxxxxx Xxxxxx LLP, counsel to the Loan Parties, and Dentons, Arizona, Nevada and Utah counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Amendment and Restatement Effective Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Amendment and Restatement Effective Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March December 31, 2007 2023, there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could would reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Amendment and Restatement Effective Date; US-DOCS\151470090.12 (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (viii) [reserved]; (ix) [reserved]; (x) a certificate, dated the Amendment and Restatement Effective Date and signed by the chief financial officer of the Borrower, confirming that the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Related Transactions contemplated to occur on the Amendment and Restatement Effective Date; (xi) the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Amendment and Restatement Effective Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (i) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance; (xiii) duly executed Notices of Borrowinginsured, if applicableas the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; and (xivxii) at least three (3) days prior to the Amendment and Restatement Effective Date, (A) all documentation and other information with respect to the Borrower and each other US-DOCS\151470090.12 Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Amendment and Restatement Effective Date, and (B) if the Borrower qualifies as a duly executed funds disbursement agreement“legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment and Restatement Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.29.2). (a) The Administrative Agent and the Lead Arranger shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Credit Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) i. a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) . a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Partythe Borrower in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Credit Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party the Borrower executing the Loan Documents to which it is a partyCredit Documents; (v) iii. certified copies of the articles or certificate of incorporation or other charter documents of each Loan Partythe Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction jurisdictions of incorporation or organization of such Loan Party the Borrower and each other jurisdiction where such Loan Party is required in which the failure to so qualify and be qualified in good standing would have or would reasonably be expected to do business as have a foreign corporationMaterial Adverse Effect; (vi) iv. a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, inside or outside counsel to the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan PartiesBorrower, the Loan Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) v. a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Financial Officer, confirming compliance with certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the conditions Borrower set forth in paragraphs the Credit Documents are true and correct in all material respects, (aC) since September 30, 2015, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (b) and (c) of Section 3.2 andcontingent or otherwise), further, demonstrating compliance with Sections 6.1 and 6.2 as properties or prospects of the most recent fiscal quarter ended; Borrower and its subsidiaries taken as a whole, (viiiD) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31there are no actions, 2007 there has been no event suits, investigations or condition which has had legal, equitable, arbitration or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding administrative proceedings pending or, to the knowledge of the Borrower, threatened in against the Borrower, any court of its Subsidiaries or before any arbitrator of its properties which would have or governmental authority that could be reasonably be expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its Subsidiaries and all operations at such properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or its Subsidiaries, and (c) there are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (ix) vi. a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; vii. certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each Loan Party any Contractual Obligation of Borrower, in connection with the Loans execution, delivery, performance, validity and enforceability of the Credit Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; viii. copies of (A) the internally prepared quarterly financial statements of the Loans;Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on June 30, 2016 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2015; and (x) duly executed payoff lettersix. such other documents, certificates or information as the Lead Arranger may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, executed Lead Arranger. (c) To the extent requested by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as in writing not less than five (5) Business Days prior to the termination of the Commitments thereunderClosing Date, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent shall have received, not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementdefined below).

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that there have been no changes to such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, as applicable, certified by the Secretary of State of the jurisdiction of organization of such Loan US-DOCS\107476819.12 Party and delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, or certifying that there have been no changes to such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party is required to be qualified to do business as a foreign corporationcompany would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of Xxxxxxxx & Xxxxx & Xxx Xxxxx PLLCLLP, counsel to the Loan Parties, and Xxxxx & Xxxxxx L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4(i), 2007 there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the LoansBorrower and its Subsidiaries (and the Pennant Subsidiaries) on a consolidated basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries (and the Pennant Subsidiaries) for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning US-DOCS\107476819.12 of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed payoff lettersby the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (i) certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insuranceinsured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (xiiiii) duly executed Notices evidence that (A) the Borrower has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of Borrowingthis Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (iii) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if applicablethe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xiviv) the Closing Date Refinancing shall have occurred or shall occur substantially concurrently with the effectiveness of this Agreement. US-DOCS\107476819.12 Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement, the obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Sole Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty dated as of the Closing Date, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viiv) a favorable written opinion of Xxxxx Bxxxx & Xxx Xxxxx PLLCHxxxxxxxx LLP, as Nevada and Texas counsel to the Loan PartiesParties dated as of the Closing Date, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) since the date of the financial statements of the Borrower described in Section 3.2 and4.4, furtherthere shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for the initial Borrowing; (vii) a duly executed funds disbursement agreement, demonstrating compliance with Sections 6.1 and 6.2 dated as of the most recent fiscal quarter endedClosing Date together with a report setting forth the sources and uses of the proceeds hereof; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying Officer, (A) certifying that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B1) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and the Wishbone Acquisition Agreement or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof (including the Wishbone Transactions) is ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (A) a pro forma consolidated income statement as of and for the Loanstwelve month period ending on December 31, 2018 (the “Recent Reporting Date”), giving effect to the Wishbone Transactions and the financing contemplated by this Agreement as if such transactions had occurred on the first day of such period, (B) a pro forma consolidated balance sheet as of and for the Recent Reporting Date, giving effect to the Wishbone Transactions and the financing contemplated by this Agreement as if such transactions had occurred on the Closing Date and (C) a pro forma cash flow statement and projections based on information provided by the sellers under the Wishbone Acquisition Agreement (collectively, the “Pro Forma Statements and Projections”), in each case, in form and substance reasonably acceptable by Administrative Agent, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such Pro Forma Statements and Projections and pro forma compliance with the financial covenants set forth in Article VI of this Agreement; (x) duly executed payoff lettersa certificate, in form dated the Closing Date and substance satisfactory signed by the chief financial officer of each Loan Party, (A) confirming that each Loan Party is Solvent before and after giving effect to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination funding of the Commitments thereunder, the payment in full of all obligations owing thereunder initial Borrowing and the release consummation of any the Wishbone Transactions and all liens (B) demonstrating pro forma compliance with the financial covenants set forth in Article VI of this Agreement (and security interests securing setting forth in reasonable detail such obligationscalculations); (xi) a reaffirmation and amendment of the Guaranty and Security Agreement, duly executed by the Borrower and each of its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and tax fixture lien searches search reports in the jurisdiction all necessary or appropriate jurisdictions and under all legal and trade names of the chief executive office Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens and jurisdiction Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of incorporation or organization Capital Stock of each all Subsidiaries owned directly by any Loan PartyParty (for any such Subsidiaries that are certificated), together with copies stock or membership interest powers or other appropriate instruments of all financing statements on file transfer executed in such jurisdictions blank and (D) acknowledgements with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (respect to pledged equity interests other than Liens permitted by Section 7.2); (xii) stock of a certificate of insurance issued on behalf of insurers of each Loan Partycorporation, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices by the issuer of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementsuch equity interests and the Borrower.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially Lender to make Loans the Term Loan or the initial Revolving Loan and the obligation of the Issuing Bank initially to issue any the initial Letter of Credit hereunder shall not become effective until is subject to the date on which each receipt by the Lender of the following conditions is satisfied (or waived documents in accordance with Section 10.2).form and substance reasonably satisfactory to the Lender: (a) The Administrative Agent shall have received all fees this Agreement duly executed and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid delivered by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.Parties; (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementduly executed Loan Documents; (iic) if requested by any Lender, duly executed Notes payable to such Lender[reserved]; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (ivd) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws or limited liability company agreement, as applicable, and of the resolutions of its boards board of directors, directors or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother appropriate officers, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such the Loan Party Parties executing the Loan Documents to which it is a party; (ve) certified copies of the certificate or articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation or limited liability company, as applicable; (vif) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCthe Quick Law Group, counsel to the Loan Parties, addressed to the Administrative Agent and each of the LendersLender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders Lender shall reasonably request; (viig) [Reserved]; (h) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated as of the Closing Date and signed by a Responsible Officerthe chief financial officer of each Loan Party, confirming compliance with that each Loan Party is Solvent immediately before and immediately after giving effect to the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as funding of the most recent fiscal quarter endedTerm Loan; (viiii) if applicable, a certificate dated the Closing Date Notice of Revolving Borrowing and signed Borrowing Base Certificate, executed by a Responsible Officer certifying (A) that since March 31of Borrower, 2007 there has been no event or condition which has had or could reasonably be expected to havereflecting that, either individually or in the aggregateamong other things, a Material Adverse Effectas of such date, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge advance of the Borrower, threatened Revolving Loan shall not result in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectan Overadvance; (ixj) certified copies a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loanshereof; (xk) duly executed payoff letterscopies of the internally prepared consolidated financial statements of the Borrower and its Subsidiaries for the for the Fiscal Year ended December 31, 2022, including balance sheets, income statements and cash flow statements; (l) [Reserved]; (m) at least five (5) days prior to the date of this Agreement, the Lender shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (n) such other documents, certificates or information as the Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementLender.

Conditions to Effectiveness. The obligations obligation of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2)satisfied. (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, hereunder or under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger.Document; (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such each Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Parent Guaranty; (iv) a duly executed Security Agreement; (ivv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyBorrower, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) a certificate of the Secretary or Assistant Secretary of the Parent Corporation, attaching and certifying copies of its bylaws and certifying the name, title and true signature of each officer of the parent Corporation executing the Loan Documents to which it is a party; (vii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viviii) a favorable written opinion of Mitchell, Williams, Xxxxx, Xxxxx & Xxx Xxxxx PLLCXxxxxxxx, P.L.L.C., counsel to the Loan Parties, addressed to the Administrative Agent and each for the benefit of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (viiix) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness General Electric Capital Corporation, setting forth the amount required to be refinanced at closing, including but not limited pay in full all obligations of the Borrower to Indebtedness under such entity and undertaking to release its lien upon the Borrower’s $100,000,000 Revolving Credit trailers scheduled in the Security Agreement dated December 10, 2004, together with evidence satisfactory and deliver to the Administrative Agent as titles thereto. (x) A lien search with respect to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches collateral described in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan PartySecurity Agreement, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that showing no Liens exist on any assets or properties of any such Loan Party (with respect thereto other than the Liens permitted by Section 7.2to be released pursuant to clause (ix) of this subsection (b); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Syndication Agent and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under an upfront fee to each lender equal to 0.50% of such Lender’s Revolving Commitment on the date hereof and the other fees set forth in the fee letter agreements among Xxxxxx Mortgage and any other Loan Document of the Lenders party hereto on the Closing Date and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangertheir Affiliates. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lenders: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the Subsidiary Guaranty Agreement duly executed Notes payable to such Lenderby each Subsidiary other than Xxxxxx Investment Reinsurance Co., Ltd., Mid-State Capital, LLC and Hanover SPC-A, Inc.; (iii) a the Closing Date Fee Letter, duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementby the Borrower; (iv) the Support Letter of Credit, duly executed by the Support L/C Bank thereof; (v) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vvi) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vivii) a favorable written opinion of Xxxxx Xxxxxxx Xxxxxxx & Xxx Xxxxx PLLCXxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) , together with a certificate reliance letter on the opinion delivered in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance connection with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as Related Transactions regarding the status of the most recent fiscal quarter endedBorrower as a REIT; (viii) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying that after giving effect to the funding any initial Revolving Borrowing, (Ax) that no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct and (z) since March December 31, 2007 2008, there has shall have been no event or condition change which has had or could reasonably be expected to havehave a material adverse change in, either individually or in a material adverse effect upon, the aggregateoperations, a Material Adverse Effectbusiness, and assets, properties, liabilities (Bactual or contingent), condition (financial or otherwise) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge prospects of the Borrower, threatened in any court Borrower and its Subsidiaries taken as a whole or before any arbitrator or governmental authority that could reasonably be expected to have the mortgage finance business of Xxxxxx Industries and its Subsidiaries taken as a Material Adverse Effectwhole; (ix) [reserved]; (x) copies of duly executed payoff letters executed by any lender with respect to Indebtedness to the Borrower or any of its Subsidiaries not permitted hereunder, together with evidence that any Liens on the assets of the Borrower or any of its Subsidiaries not permitted hereunder have been terminated; (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Related Transaction Documents or any of the Related Transactions, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to thereof shall be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2)ongoing; (xii) a certificate copies of insurance issued on behalf of insurers of each Loan Party(A) the audited consolidated and consolidating financial statements for Xxxxxx Industries and its Subsidiaries for the Fiscal Year ending December 31, describing in reasonable detail 2008 and for Hanover Capital Mortgage Holdings, Inc. and its Subsidiaries for the types Fiscal Year ending December 31, 2008 and amounts of insurance (property B) financial projections for the Borrower and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance;its Subsidiaries; and (xiii) duly executed Notices certified copies of Borrowingthe Merger Documents, together with (A) evidence that the Administrative Agent, the Syndication Agent, the Issuing Bank, the Swingline Lender and the Lenders are permitted to rely on all legal opinions delivered in connection with the consummation of the Related Transactions, (B) a certification that the conditions set forth in Article 8 of the Merger Agreement have been satisfied and the Merger has been consummated and (C) if applicable; andavailable, a file-stamped copy of the certificates of merger filed with respect to the Merger. (xivc) The Lenders shall have completed their business and legal due diligence of the Related Transactions, with results reasonably satisfactory to such Lenders. (d) Each of the conditions precedent set forth in Article 8 of the Merger Agreement have been satisfied, the Borrower shall have submitted the certificates of merger to the applicable states for filing or recording, and the Asset Transfer and the Merger shall have been consummated in accordance with the terms of the Related Transaction Documents. Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed US-DOCS\51545218.9 or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that there have been no changes to such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, as applicable, certified by the Secretary of State of the jurisdiction of organization of such Loan Party and delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, or certifying that there have been no changes to such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (C) the resolutions of its boards such Loan Party’s board of directors, managers, members, general partner or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsother equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the nameparty, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vD) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party is required to be qualified to do business as a foreign corporationcompany would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (viiii) a favorable written opinion opinions of Xxxxx Sheppard, Mullin, Xxxxxxx & Xxx Xxxxx PLLCXxxxxxx LLP, counsel to the Loan Parties, and Albright, Stoddard, Xxxxxxx & Xxxxxxxx, Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viiiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described US-DOCS\51545218.9 in Section 4.4(i), 2007 there has been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) the conditions set forth in clause (b)(vii) below have been satisfied; (ixv) certified copies a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the LoansBorrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended March 31, 2016, including the related statements of income and cash flows, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2015, including in each case the related statements of income, shareholders’ equity and cash flows, and (C) financial projections on an annual basis through December 31, 2021; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2016, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the other Related Transactions had occurred, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) duly executed payoff lettersa certificate, in form dated the Closing Date and substance satisfactory signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination funding of the Commitments thereunder, the payment in full of all obligations owing thereunder initial Borrowing(s) and the release consummation of any and all liens and security interests securing such obligationsthe other Related Transactions contemplated to occur on the Closing Date; (xi) UCCthe Guaranty and Security Agreement, judgment duly executed by the Borrower and tax lien searches in each of its Domestic Subsidiaries (other than the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan PartyExcluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all financing statements on file in such necessary or appropriate jurisdictions (with and under all attachments) legal and evidence trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens exist on any assets or properties of any such Loan Party the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than Liens permitted the Excluded Subsidiaries) owned directly by Section 7.2)any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, US-DOCS\51545218.9 such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (xii) a certificate of insurance issued on behalf of insurers of at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming Party that the Administrative Agent as additional insured or any Lender reasonably determines is required by regulatory authorities under all liability insurance;applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date; and (xiii) all Control Account Agreements and Sweep Agreements required under Section 5.11, duly executed Notices by the applicable Loan Parties, the applicable depositary or securities intermediary and the Administrative Agent. Without limiting the generality of Borrowingthe provisions of this Section, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The amendment and restatement of the Existing Credit Agreement, the obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerand/or the Joint Lead Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement and each Exiting Lender Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement or such Exiting Lender Agreement, as applicable) that such party has signed a counterpart of this Agreement or such Exiting Lender Agreement, as applicable; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty dated as of the Closing Date, attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (viiv) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCXxxxxx, P.C., as New York, Nevada and Texas counsel to the Loan PartiesParties dated as of the Closing Date, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of any initial Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) since the date of the financial statements of the Borrower described in Section 3.2 and4.4, furtherthere shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vi) a duly executed Notice of Borrowing for the initial Borrowing of Loans under this Agreement; (vii) a duly executed funds disbursement agreement, demonstrating compliance with Sections 6.1 and 6.2 dated as of the most recent fiscal quarter endedClosing Date together with a report setting forth the sources and uses of the proceeds hereof; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying Officer, (A) certifying that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B1) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations and filings and orders (“Consents”) required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and the Stronghold Acquisition Agreement or any of the transactions contemplated thereby have been obtained, (2) such Consents, are in full force and effect and all applicable waiting periods have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof (including the Stronghold Transactions) is ongoing and (3) attached thereto is a true and correct copy of all such Consents or (B) certifying that no such Consents are required; (ix) (A) a pro forma consolidated income statement as of and for the Loanstwelve (12)-month period ending on December 31, 2021 (the “Recent Reporting Date”), giving effect to the Stronghold Transactions and the financing contemplated by this Agreement as if such transactions had occurred on the first (1st) day of such period, (B) a pro forma consolidated balance sheet as of and for March 31, 2022, giving effect to the Stronghold Transactions and the financing contemplated by this Agreement as if such transactions had occurred on the Closing Date and (C) pro forma projections based on information provided by the sellers under the Stronghold Acquisition Agreement (collectively, the “Pro Forma Statements and Projections”), in each case, in form and substance reasonably acceptable by the Administrative Agent, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such Pro Forma Statements and Projections and pro forma compliance with the financial covenants set forth in Article VI of this Agreement; (x) duly executed payoff lettersa certificate, in form dated as of the Closing Date and substance satisfactory signed by the chief financial officer of each Loan Party, (A) confirming that each Loan Party is Solvent before and after giving effect to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination funding of the Commitments thereunder, the payment in full of all obligations owing thereunder initial Borrowing and the release consummation of any the Stronghold Transactions and all liens (B) demonstrating pro forma compliance with the financial covenants set forth in Article VI of this Agreement (and security interests securing setting forth in reasonable detail such obligationscalculations); (xi) UCCa certificate, judgment as to the Initial Reserve Report, dated as of the Closing Date and tax lien searches signed by a Responsible Officer of Borrower, in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted form required by Section 7.2)5.13; (xii) a certificate reaffirmation and amendment of insurance issued on behalf the Guaranty and Security Agreement, duly executed by the Borrower and each of insurers its Subsidiaries, together with (A) UCC financing statements and other applicable documents under the laws of each Loan Partyall necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, describing in reasonable detail the types and amounts of insurance (property and liability) maintained as requested by such Loan Party, naming the Administrative Agent as additional insured in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all liability insurance; legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Excepted Liens and Liens to be released on the Closing Date, (xiiiC) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (for any such Subsidiaries that are certificated), together with stock or membership interest powers or other appropriate instruments of transfer executed in blank and (D) acknowledgements with respect to pledged equity interests other than stock of a corporation, duly executed Notices by the issuer of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreement.such equity interests and the Borrower;

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially Banks to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, all fees payable pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, Truist Securities, Inc. and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles or certificate of incorporation (subject to Section 5.17), certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party (and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationcorporation solely to the extent that the failure to be so qualified as a foreign corporation in such other jurisdiction could result in a Material Adverse Effect); (viiv) a favorable written opinion of Xxxxx & (A) Tin Xxx Xxxxx PLLCXxx Law Offices, counsel to the Loan Parties, addressed to the Administrative Agent Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Banks and the Lenders) and (B) Xxxxx Xxxx LLP, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering certain matters relating to the Investment Company Act of 1940; (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that after giving effect to the conditions funding of the initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixvi) a duly executed Notice of Borrowing for the initial Revolving Borrowing, together with a report setting forth the sources and uses of the proceeds thereof; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents and (to the extent applicable) APC 2019 Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of the LoansHistorical Financial Statements; (ix) financial projections of the Borrower and its Subsidiaries (to be made on a pro forma basis after giving effect to the consummation of the Related Transactions) for the Fiscal Year ending December 31, 2022 and for each Fiscal Year ending thereafter through the Fiscal Year ending December 31, 2025; (x) [reserved]; (xi) a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that each Loan Party is Solvent before and after giving effect to the funding of the initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xii) (A) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties and their Subsidiaries and the Material Associated Practices, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date and (B) a Perfection Certificate, duly completed and executed by the Borrower; (xiii) a counterpart of the Reaffirmation Agreement and Master Amendment dated the Closing Date, duly executed payoff lettersby each Loan Party (the “Reaffirmation Agreement”); (xiv) at least five (5) days prior to the date of this Agreement, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (xv) certified copies of all Material Agreements (including, for the avoidance of doubt, the Associated Practice Documents); and (xvi) subject to Section 5.17, certificates of insurance, in form and substance satisfactory detail acceptable to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties, in each case naming the Administrative Agent as loss payee or additional insured under all liability insurance; (xiii) duly executed Notices insured, as the case may be, together with a lender’s loss payable endorsement in form and substance satisfactory to the Administrative Agent. Without limiting the generality of Borrowingthe provisions of this Section, if applicable; and (xiv) for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially this Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Agent’s receipt of the following, each of which shall have received all fees be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and other amounts due each in form and payable substance satisfactory to Administrative Agent: (i) executed counterparts of this Agreement, Parent Guaranty and the Subsidiary Guaranty; (ii) Revolving Notes and Term Notes executed by Borrower in favor of each Lender who has requested a Note on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses date that is two (including reasonable fees, charges and disbursements of counsel 2) Business Days prior to the Administrative Agent) required to be reimbursed or paid Effective Date and the Swingline Note executed by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such LenderBorrower; (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 duly executed Subsidiary Guarantee Responsible Officer in connection with this Agreement and Indemnity and Contribution Agreementthe other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not have a Material Adverse Effect; (v) a favorable opinion of legal counsel to the Loan Parties and local counsel to the Loan Parties in the jurisdictions in which the Property Owners of the Initial Borrowing Base Properties are organized, in each case, addressed to Administrative Agent and each Lender, addressing such matters with respect to the Loan Parties as Administrative Agent may reasonably request; (vi) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, a Responsible Officer of each Loan Party, Party either (A) attaching and certifying copies of its bylaws all consents, licenses and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Partiesconsents, the Loan Documents licenses and the transactions contemplated therein as the Administrative Agent approvals shall be in full force and effect, or the Lenders shall reasonably request(B) stating that no such consents, licenses or approvals are so required; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer of Borrower certifying (A) that since March 31the conditions specified in Sections 5.02(a) and (b) have been satisfied, 2007 and (B) that there has been no event or condition which circumstance since the date of the Pro Forma Financial Statements that has had or could be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, ; (viii) a duly completed Borrowing Base Report (if applicable) and (B) Compliance Certificate as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Effective Date, signed by a Responsible Officer of Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consentsto the extent requested by the Administrative Agent with respect to any Initial Borrowing Base Property, approvals, authorizations, registrations or filings required the Property Information with respect to such Initial Borrowing Base Property (which Property Information may be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loansavailable through an electronic database); (x) duly executed payoff letters, in form and substance satisfactory evidence that all insurance required to be maintained pursuant to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment Loan Documents has been obtained and is in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;effect; and (xi) UCCsuch other certificates, judgment and tax lien searches documents, consents or opinions as Administrative Agent shall reasonably request as further described in the jurisdiction list of closing documents attached hereto as Exhibit F. (b) Any fees required to be paid on or before the Effective 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 at least two (2) days prior to the 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 such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent). Without limiting the generality of the chief executive office 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 or an Assignment and jurisdiction of incorporation Assumption shall be deemed to have consented to, approved or organization of accepted or to be satisfied with, each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets document or properties of any such Loan Party (other than Liens permitted matter required thereunder to be consented to or approved by Section 7.2); (xii) or acceptable or satisfactory to a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Lender unless Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the each Issuing Bank initially to issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as the Arranger. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementhereto; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, (A) attaching and certifying (1) certified copies of its bylaws and articles or certificate of the resolutions incorporation, certificate of organization or limited partnership, or other registered organizational documents, (2) copies of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement or comparable organizational documents, (3) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (4) certificates of good standing or existence, as may be available from the Secretary of State of its jurisdiction of organization and each other jurisdiction where it is required to be qualified to do business as a foreign corporation and (B) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viiii) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCDLA Piper LLP (US), counsel to the Loan Parties, addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Issuing Bank and the Lenders shall reasonably requestand any other Person who becomes a Lender pursuant to Section 2.23 or 2.27); (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viiiiv) a certificate dated the Closing Date and signed by a Responsible Officer Officer, certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as after giving effect to the absence funding of any actionRevolving Borrowing to be made on the Closing Date, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened conditions set forth in any court or before any arbitrator or governmental authority that could reasonably be expected to Sections 3.2(a) and 3.2(b) have a Material Adverse Effectbeen satisfied; (ixv) a duly executed Notice of Borrowing for any Revolving Borrowing to be made on the Closing Date, together with a report setting forth the sources and uses of the Loans made on the Closing Date; (vi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the LEGAL02/42400466v16 transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vii) copies of (A) the internally prepared quarterly financial statements of the LoansBorrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ended December 31, 2022, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Years ended December 31, 2021 and December 31, 2022 and (C) financial projections on an annual basis for the Fiscal Years ending December 31, 2023, December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027; (viii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI as of December 31, 2022, calculated on a pro forma basis (x) as if any Revolving Borrowing to be made on the Closing Date had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations) and (y) after giving effect to the initial public offering that occurred on January 12, 2023; (ix) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower and its Subsidiaries (on a consolidated basis) are, and the Loan Parties (on a consolidated basis) are, Solvent before and after giving effect to the funding of any Revolving Borrowing to be made on the Closing Date and the consummation of the transactions contemplated to occur on the Closing Date; (x) the Guaranty Agreement, duly executed by each Loan Party; (xi) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent; (xii) a duly executed payoff lettersletter, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness in connection with the Existing Credit Agreement, with confirmation to be refinanced at closing, including but not limited the Administrative Agent to Indebtedness under its satisfaction that the Borrower’s $100,000,000 Revolving Existing Credit Agreement dated December 10shall have been terminated, 2004all commitments of the lenders thereunder to fund additional advances shall have been terminated, and all amounts outstanding thereunder, together with all accrued and unpaid interest, fees and other amounts shall have been paid in full on the Closing Date, together with any releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed pursuant to the Existing Credit Agreement; (xiii) a copy of the complete currently effective investment policy of each Loan Party and each Insurance Subsidiary (which investment policy shall be reasonably satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2Lenders); (xiixiv) at least five (5) days prior to the Closing Date, all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering Legal Requirements including the Patriot Act and, if Borrower qualifies as a certificate “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; and (xv) certificates of insurance issued on behalf of insurers of each Loan Partyinsurance, in form and detail acceptable to the Administrative Agent, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such any of the Loan PartyParties. Without limiting the generality of the provisions of this Section, naming for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed LEGAL02/42400466v16 to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arranger (including the Fee Letters). (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (x) its bylaws and of the resolutions of its boards of directorsbylaws, or partnership agreement or limited liability company operating agreementagreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (viii) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such each Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (viiv) a favorable written opinion opinions of Xxxxx Lathxx & Xxx Xxxxx PLLCXatkxxx XXX and Squire Pattxx Xxxgx XXX, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably requestrequest (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (viiv) a certificate in the form of Exhibit 3.1(b)(vii3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, confirming compliance with certifying that immediately after giving effect to consummation of the conditions transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in paragraphs the Loan Documents are true and correct in all material respects (aother than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects), (bC) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse EffectEffect and (D) (x) the Liquidity of the Borrower and the Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (ixvi) [reserved]; (vii) certified copies of all consents, approvals, authorizations, registrations or and filings and orders required to be made or obtained under any Requirement of Law, or by each any Material Agreement of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and any transaction being financed with the proceeds enforceability of the LoansLoan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Term Loans shall be ongoing; (viii) [reserved]; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of September 30, 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that (a) the Note Purchase Agreement shall have been executed and delivered by the parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the terms of the Note Purchase Agreement; (xi) the Reaffirmation Agreement, duly executed payoff lettersby the Loan Parties and in form and substance reasonably satisfactory to the Administrative Agent; (xii) the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insuranceparties thereto; (xiii) duly executed Notices of Borrowing, if applicable; and[reserved]; (xiv) a duly executed funds disbursement agreementcertificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Closing Date; (xv) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; (xvi) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (xvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective until on the date on which each of that the following conditions is satisfied (or waived in accordance with Section 10.2). Administrative Agent has received (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to counterpart signature pages hereto executed by the Closing DateCompany, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by , the Borrower hereunderLC Issuer and the Banks, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arranger. [(b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lenderevidence, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ix) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness that the Company has paid all amounts payable to be refinanced at closing, including but not limited to Indebtedness any “Bank” under the Borrower’s $100,000,000 Revolving Credit Existing Agreement dated December 10that will not be a Bank hereunder] and [(c)] the following documents, 2004with (except in the case of clause (vi) below) sufficient copies to provide one copy for each Bank: (i) Copies of the Articles of Incorporation of the Company, together with evidence satisfactory to all amendments, and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Bank may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Bank to verify the identity of the Company as required by Section 326 of the USA PATRIOT ACT. (ii) Copies, certified by the Secretary or Assistant Secretary of the Company, of its By-Laws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by the President, the Chief Financial Officer or the Treasurer of the Company, stating that on the date of the effectiveness of this Agreement, (a) the representations and warranties set forth in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Company’s counsel, addressed to the termination Banks in substantially the form of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;Exhibit B. (xivi) UCC, judgment and tax lien searches in A Note payable to the jurisdiction of the chief executive office and jurisdiction of incorporation or organization order of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence Bank that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);has requested a Note. (xiivii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent Such other documents as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementany Bank or its counsel may have reasonably requested.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder This Agreement shall not become effective and the Lenders shall not be obligated to make the Term Loans or the Revolving Loans or to participate in any Swing Line Loan or Letter of Credit until the date on which Agent shall have received from the Borrower, and if requested by a Lender, with sufficient copies (other than in the case of the Notes) for such Lender(s), each of the following conditions is satisfied items in form and substance satisfactory to the Agent (or waived and where indicated in accordance with this Section 10.24.1, such deliverables shall be in form and substance satisfactory to each Lender). (ai) The Administrative a certified copy of the certificate of incorporation of the Borrower, and (ii) a certificate of good standing for the Borrower from the Delaware Secretary of State; (b) copies, certified by the Secretary, Assistant Secretary or other appropriate officer or director of the Borrower of its by-laws (or any comparable constitutive laws, rules or regulations) and of its board of directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution, delivery and performance of the relevant Loan Documents; (c) incumbency certificates, executed by the Secretary or Assistant Secretary or other appropriate officer or director of the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign the relevant Loan Documents and to make borrowings hereunder, as applicable, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (d) a certificate of the Secretary, Assistant Secretary or other appropriate officer or member of each Significant Subsidiary attaching and certifying copies of: (i) its by-laws, operating agreement or other similar governing document, (ii) the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of the relevant Loan Documents, and (iii) the name, title and specimen signature of each officer or other person authorized to sign the Loan Documents to which it is a party; (e) (i) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Significant Subsidiary, and (ii) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Significant Subsidiary; (f) a certificate, signed by the Chief Financial Officer, stating that, to the best of his knowledge after due inquiry, on the date hereof after giving effect to the funding of any initial Loan or initial issuance of a Letter of Credit, (i) no Default or Unmatured Default has occurred and is continuing; (ii) all representations and warranties of the Borrower and each Guarantor set forth in the Loan Documents are true and correct; and (iii) since the date of the financial statements of the Borrower described in Section 5.4(i), there has been no change which has had or could reasonably be expected to have received a Material Adverse Effect; (g) an opinion of Xxxxx & XxXxxxx LLP, counsel to the Borrower and the Guarantors; (h) an opinion of Xxxx Xxxxx LLP, Pennsylvania counsel to the Borrower and the Guarantors; (i) a Revolving Note and/or Term Note payable to the order of each Lender that has requested a Note; (j) written money transfer instructions, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested, which instructions shall, among other things, direct the Agent to (i) repay in full the loans and advances outstanding under that certain Credit Agreement dated as of May 18, 2010, as amended, among the Borrower, SunTrust Bank, as administrative agent, and the lenders parties thereto and related documents (the “Existing Agreement”), as of the Effective Date, together with all accrued and unpaid interest thereon and all breakage fees and other amounts payable with respect thereto, other than in connection with the Existing Letters of Credit, (ii) pay all fees, expenses and other amounts due and payable on or prior to the Closing Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc any Arranger (including the Fee Letter) and (iii) pay all commitment fees and utilization fees accrued and unpaid under the Existing Agreement as of America Securities, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following:Effective Date; (i) this Agreement, duly executed and delivered by a counterpart duly authorized officer of this Agreement signed the Borrower and (ii) a Guaranty duly executed and delivered by or on behalf a duly authorized officer of each party thereto or written evidence satisfactory to of the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementInitial Guarantors; (iil) if requested by any Lender, duly executed Notes payable to such Lenderreceipt of a copy of the notice (or notices) of redemption for at least $425,000,000 in the aggregate principal amount of the 2015 Subordinated Notes; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixm) certified copies of all governmental and material third party approvals and consents, approvals, authorizations, registrations including regulatory approvals necessary or filings required advisable to be made or obtained by each Loan Party under any Requirement of Law or in connection with the Loans financing contemplated hereby and any transaction being financed with the proceeds continuing operations of the LoansBorrower and its Subsidiaries shall have been obtained and be in full force and effect, and such consents and approvals shall be in full force and effect and all applicable waiting periods have expired without any action being taken or threatened by any Governmental Authority that would restrain, prevent or otherwise impose materially adverse conditions on the financing contemplated hereby; (xi) duly executed payoff lettersaudited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year of the Borrower ended December 31, 2010, and internally prepared (which have been reviewed by the independent accountants for the Borrower as provided in Statement on Auditing Standards No. 100) quarterly financial statements for the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter of the Borrower ended March 31, 2011 and June 30, 2011, and (ii) projections through the 2015 fiscal year of the Borrower, containing an income statement, balance sheet and statement of cash flow, which financial statements and projections shall be satisfactory in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment Lenders in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligationstheir reasonable judgment; (xio) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies payment of all financing statements fees, expenses and other amounts due and payable on file in such jurisdictions or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with all attachments) and evidence that no Liens exist on the Agent or any assets or properties of any such Loan Party Arranger (other than Liens permitted by Section 7.2including the Fee Letter); (xiip) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices payoff letter executed by SunTrust Bank, as agent of Borrowing, if applicablethe Existing Agreement and evidence that all Liens relating thereto shall have been terminated and released; and (xivq) such other documents, certificates, information or legal opinions as the Agent, any Issuer, any Lender or their respective counsel may have reasonably requested. Without limiting the generality of the provisions of this Section 4.1, for purposes of determining compliance with the conditions specified in this Section 4.1, 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 hereunder to be consented to or approved by or acceptable or satisfactory to a duly executed funds disbursement agreementLender unless the Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to and/or issue any Letter Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as ArrangerAgent. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Notes payable to such Lender; (iii) a duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available existence from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended3.2; (viii) a certificate dated the Closing Date duly executed Notices of Borrowing, Letter of Credit Notices and signed by a Responsible Officer certifying (A) that since March 31Letter of Credit Documents, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effectif applicable; (ix) a duly executed Closing Statement and Disbursement Agreement; (x) certified copies of all consents, approvals, authorizations, registrations or filings filings, if any, required to be made or obtained by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;; and (xi) UCC, judgment and tax lien searches in all other documents deemed reasonably necessary by the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2);Administrative Agent. (xiic) a certificate Nothing has come to the attention of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; or any Lender regarding (xiiii) duly executed Notices of Borrowingpending or threatened litigation involving the Borrower or any Subsidiary or (ii) compliance by the Borrower and each Subsidiary with environmental, if applicable; and (xiv) OSHA and other public health, safety or welfare laws and regulations, employee benefit plans or insurance coverages that would be reasonably likely to have a duly executed funds disbursement agreementMaterial Adverse Effect.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, duly executed Revolving Credit Notes payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) a the Parent Guaranty Agreement duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementby the Parent Guarantor; (iv) the Subsidiary Guaranty Agreement duly executed by each Material Subsidiary that is a Domestic Subsidiary; (v) the Pledge Agreements duly executed by each owner of any interest in any Material Subsidiary and such documents and instruments as may be necessary to give a first priority perfected security interest in the insterests pledged therein to the Administrative Agent for the benefit of the Lenders; (vi) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders or the agent thereof; (vii) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vviii) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (viix) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCXxxxxx X. Xxxxxxxxxxxx, counsel to General Counsel of the Loan PartiesBorrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viix) a certificate in the form of Exhibit 3.1(b)(vii)certificate, dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (ixxi) a duly executed Notice of Borrowing; (xii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof (xiii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Credit Facility or any transaction being financed with the proceeds of the Loansthereof shall be ongoing; (xxiv) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full certified copies of all obligations owing thereunder and agreements, indentures or notes governing the release terms of any Material Indebtedness and all liens other material agreements, documents and security interests securing such obligationsinstruments to which any Loan Party or any of its assets are bound; (xixv) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate certificates of insurance issued on behalf of insurers of each the Borrower and all Subsidiary Loan PartyParties or other guarantors, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such the Borrower and all Subsidiary Loan PartyParties or other guarantors, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementinsured.

Conditions to Effectiveness. The obligations amendment and restatement of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Existing Credit hereunder Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).): (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Arrangers. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or form of electronic attachment (e.g., “.pdf” or “.tif”) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed Notes payable Subsidiary Guarantee Agreement by the Domestic Subsidiaries identified as Guarantors on Schedule 4.14 and (B) a duly executed Borrower Guarantee Agreement (with respect to such Lenderthe Hedging Obligations and Treasury Management Obligations of the Subsidiaries of the Borrower); (iii) a duly executed Subsidiary Guarantee copy of the Intercreditor Agreement in form and Indemnity and Contribution Agreementsubstance reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan Party, substantially in the form attached hereto as Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws or operating agreement, as applicable, and of the resolutions of its boards board of directors, directors (or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizationsequivalent governing body), authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationParty; (vi) a favorable written opinion of Xxxxx Xxxxxxxxxx Xxxxxxxx & Xxx Xxxxx PLLCXxxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate certificate, dated the Effective Date substantially in the form of attached hereto as Exhibit 3.1(b)(vii), dated the Closing Date ) and signed by a Responsible Officer, (A) confirming compliance with the conditions set forth in paragraphs (aSections 3.2(a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31, 2007 there has been no event or condition which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect), and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority certifying that could reasonably be expected to have a Material Adverse Effect; (ixx) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any applicable laws, or by any contractual obligation of each Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby shall be in full force and effect and all applicable waiting periods shall have expired and (y) no known investigation or inquiry by any Governmental Authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) a duly executed Notice of Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the Loansproceeds hereof; (x) duly executed payoff letterscertified copies of amendments to the Note Agreements and any material documents related thereto, each in form and substance reasonably satisfactory to the Administrative Agent; (xi) a solvency certificate, dated as of the Effective Date and signed by the chief financial officer of Borrower, confirming that the Borrower is Solvent, and the Borrower and its Subsidiaries on a consolidated basis, are Solvent before and after giving effect to the funding of the Term Loan A and any Revolving Loans and any other extensions of credit on the Effective Date and the consummation of the other transactions contemplated herein; (A) audited financial statements of the Borrower and its Subsidiaries for the period ending December 31, 2016 and (B) financial projections for the Borrower and its Subsidiaries for the next five (5) Fiscal Years; (xiii) all documentation and other information with respect to the Loan Parties that the Administrative Agent or such Lender reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; and (xiv) such other documents, certificates, information or legal opinions as the Administrative Agent or the Lenders may reasonably request, all in form and substance satisfactory to the Administrative AgentAgent and the Lenders. For purposes of determining compliance with the conditions specified in this Section 3.1, executed by each lender holding Indebtedness Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be refinanced at closingsatisfied with, including but not limited each document or other matter required thereunder to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent as shall have received notice from such Lender prior to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction of the chief executive office and jurisdiction of incorporation or organization of each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. The obligations effectiveness of the Lenders (including the Swingline Lender) initially Agreement is subject to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.2).precedent: (a) The Administrative Agent Company shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel deliver to the Administrative Agent) required Agent and Lenders (or to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securitiesfor the Lenders with sufficient originally executed copies for each Lender, LLC, as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following:except for any Notes): (i) a counterpart of this Agreement signed This Agreement, duly executed and delivered by or on behalf of each party thereto or written evidence satisfactory to the Company, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand all Lenders; (ii) if requested by any LenderA Note, duly executed Notes payable and delivered by the Company, drawn to such Lenderthe order of each Lender requesting a Note, with appropriate insertions; (iii) a The Guaranty, duly executed Subsidiary Guarantee Agreement and Indemnity and Contribution Agreementdelivered by each of the Guarantors; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, of each Loan Party, attaching and certifying copies of its bylaws and Copies of the resolutions of its boards the board of directors, directors or partnership agreement or limited liability company operating agreement, or comparable organizational documents the executive committee of each Loan Party approving and authorizations, authorizing the execution, delivery and performance by such Loan Party of the each Loan Documents Document to which it is a party and party, certified as of the Closing Date by the secretary or an assistant secretary of such Loan Party; (v) A certificate of the secretary or assistant secretary of each Loan Party, certifying the name, title names and true signature signatures of each officer the officers of such Loan Party executing authorized to execute and deliver the Loan Documents to which it is a party; (vvi) certified copies of the The articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction certificate of incorporation or organization of each Loan Party as in effect on the Closing Date, certified by the secretary of state of the state of its incorporation or formation as of a recent date, and the bylaws or operating agreement of each Loan Party as in effect on the Closing Date, in each case, certified by the secretary or assistant secretary of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporationof the Closing Date; (vivii) A good standing certificate for each Loan Party from the secretary of state of its state of incorporation or formation dated as of a recent date; (viii) Executed copies of one or more favorable written opinion opinions of Xxxxx a Senior Counsel of the Company and Xxxxxx & Xxx Xxxxx PLLCXxxxxxx LLP, counsel to the Loan PartiesCompany, addressed dated as of the Closing Date, reasonably satisfactory to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents Parties and the transactions contemplated therein as to such other matters as the Administrative Agent or and the Lenders shall may reasonably request;; and (viiix) a A certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as of the most recent fiscal quarter ended; (viii) a certificate dated the Closing Date and signed by a Responsible Officer certifying (A) that since March 31the conditions specified in Sections 4.02(a) and (b) have been satisfied, 2007 (B) that there has been no event or condition circumstance since the date of the audited financial statements dated December 31, 2012 referred to in Section 5.08, which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, ; and (BC) as the current ratings on the Company’s long-term unsecured Indebtedness by S&P, Xxxxx’x and Fitch (to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened extent rated). (b) The Company shall have performed in any court all material respects all agreements which this Agreement provides shall be performed by it on or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;the Closing Date. (ixc) certified copies of all consents, approvals, authorizations, registrations or filings required to be made or obtained Unless waived by each Loan Party in connection with the Loans and any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to be refinanced at closingthe Company shall have paid all actual and reasonable out-of-pocket fees, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory charges and disbursements of counsel to the Administrative Agent as (directly to such counsel if requested by the Administrative Agent) to the termination 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 Company and the Administrative Agent). Without limiting the generality of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations; (xi) UCC, judgment and tax lien searches in the jurisdiction provisions of the chief executive office and jurisdiction last paragraph of incorporation Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or organization of accepted or to be satisfied with, each Loan Party, together with copies of all financing statements on file in such jurisdictions (with all attachments) and evidence that no Liens exist on any assets document or properties of any such Loan Party (other than Liens permitted matter required thereunder to be consented to or approved by Section 7.2); (xii) or acceptable or satisfactory to a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming Lender unless the Administrative Agent as additional insured under all liability insurance; (xiii) duly executed Notices of Borrowing, if applicable; and (xiv) a duly executed funds disbursement agreementshall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. The obligations of the Lenders (including the Swingline Lender) initially to make Loans and the obligation of the Issuing Bank initially to issue any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2). (a) The Administrative Agent and Co-Syndication Agents shall have received payment of all fees fees, expenses and other amounts due and payable on or prior to the Closing Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Co-Syndication Agents and their Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative AgentCo-Syndication Agents) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Banc of America Securities, LLC, as Arrangerthe Lead Arrangers. (b) The Administrative Agent and the Co-Syndication Agents (or its their counsel) shall have received the following, each to be in form and substance satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party thereto hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, the Subsidiary Guaranty Agreement duly executed Notes payable to such Lenderby each direct and indirect wholly owned Domestic Subsidiary which is a Material Subsidiary of the Borrower, other than the Excluded Subsidiaries; (iii) a copies of duly executed Subsidiary Guarantee Agreement payoff letters, in form and Indemnity and Contribution substance satisfactory to Administrative Agent, executed by each of the Existing Lenders or the agent thereof, which letters will confirm the full payoff of the Existing Credit Agreement; (iv) a certificate of the Secretary or Assistant Secretary, or manager or member, as applicable, Secretary of each Loan PartyParty in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of its bylaws and of the resolutions of its boards board of directors, or partnership agreement or limited liability company operating agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (v) certified copies of the articles or certificate of incorporation incorporation, certificate of organization or limited partnership, or other charter registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vi) (A) a favorable written opinion of Xxxxx & Xxx Xxxxx PLLCL.L.P., counsel to the Loan PartiesParties and (B) a favorable written opinion of Xxxx Xxxxxx, General Counsel of the Borrower, in each case addressed to the Administrative Agent Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions certifying that after giving effect to any initial revolving credit advance, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in paragraphs (a), (b) the Loan Documents are true and correct and (cz) of Section 3.2 and, further, demonstrating compliance with Sections 6.1 and 6.2 as since the date of the most recent fiscal quarter ended; (viii) a certificate dated financial statements of the Closing Date and signed by a Responsible Officer certifying (A) that since March 31Borrower described in Section 4.4, 2007 there has shall have been no event or condition change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (B) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (viii) a duly executed Notice of Borrowing; (ix) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (x) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or filings required advisable to be made or obtained under any Requirement of Law, or by each any Contractual Obligation of any Loan Party Party, in connection with the Loans execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds of the Loans; (x) duly executed payoff letters, in form and substance satisfactory to the Administrative Agent, executed by each lender holding Indebtedness to thereof shall be refinanced at closing, including but not limited to Indebtedness under the Borrower’s $100,000,000 Revolving Credit Agreement dated December 10, 2004, together with evidence satisfactory to the Administrative Agent as to the termination of the Commitments thereunder, the payment in full of all obligations owing thereunder and the release of any and all liens and security interests securing such obligations;ongoing; and (xi) UCC, judgment and tax lien searches in copies of (A) the jurisdiction unaudited quarterly financial statements of the chief executive office Borrower and jurisdiction of incorporation or organization of its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on August 31, 2012, (B) the audited consolidated and unaudited consolidating financial statements for Borrower and its Subsidiaries for the Fiscal Year ending November 30, 2011 and (C) annual cash flow projections for fiscal year ending November 30, 2012 and annually thereafter through 2017. (c) The Administrative Agent and Co-Syndication Agents shall have received from each Loan Party, together with copies of Party all financing statements on file in such jurisdictions (with all attachments) documentation and evidence other information that no Liens exist on any assets or properties of any such Loan Party (other than Liens permitted by Section 7.2); (xii) a certificate of insurance issued on behalf of insurers of each Loan Party, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by such Loan Party, naming the Administrative Agent as additional insured or the Co-Syndication Agents request in order to comply with its ongoing obligations under all liability insurance; applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (xiii) duly executed Notices Title III of BorrowingPub. L. 107-56 (signed into law October 26, if applicable; and (xiv) 2001)). Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved 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 duly executed funds disbursement agreementLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.